SUPERIOR SERVICES INC, S-4, 1996-06-20

SUPERIOR SERVICES INC
S-4, 1996-06-20
HAZARDOUS WASTE MANAGEMENT

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As filed with the Securities and Exchange Commission on June 20, 1996

Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________

Superior Services, Inc.
(Exact name of registrant as specified in its charter)

Wisconsin 4953 39-1733405
(State of (Primary Standard (I.R.S. Employer
incorporation) Industrial Identification No.)
Classification Code
Number)

10150 West National Avenue, Suite 350
West Allis, Wisconsin 53227
(414) 328-2800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________________

Peter J. Ruud, Esq.
Vice President, General Counsel and Secretary
Superior Services, Inc.
10150 West National Avenue, Suite 350
West Allis, Wisconsin 53227
(414) 328-2800
Facsimile (414) 328-2899
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________________

Copy to:
Steven R. Barth, Esq
Foley & Lardner
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
(414) 297-5662
Facsimile: (414) 297-4998

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date
of this Registration Statement.

If the securities being registered on this Form are offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box [_]

CALCULATION OF REGISTRATION FEE

Proposed Proposed
Title of Each Maximum Maximum
Class of Amount Offering Aggregate Amount of
Securities to be to be Price per Offering Registration
Registered Registered Share(1) Price(1) Fee(2)

Common Stock,
$.01 par value . 2,500,000 $17.125 $42,812,500 $11,987

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the average high and low sales
prices of the Common Stock reported by the Nasdaq National Marked on
June 19, 1996.
(2) On January 11, 1996, in connection with the filing of its Form S-1
Registration Statement (Reg. No. 333-240), the Company paid a filing
fee of $18,966 based upon a Proposed Maximum Aggregate Offering Price
of $55,000,000. Because the total dollar amount of such offering
totaled only $46,948,750, $2,776 of the Registration Fee is being
carried forward to this Registration Statement.
______________________

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
_________________________

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>
SUPERIOR SERVICES, INC.

Cross Reference Sheet Pursuant to Item 501(b) of Regulation S-K
Showing the Location in the Prospectus of Information Required
by Items in Form S-4

Caption or Location
Pursuant to Item Number in Form S-4 in Prospectus

1. Forepart of the Registration
Statement and Outside Front Cover
Page of Prospectus . . . . . . . . . Outside Front Cover Page

2. Inside Front and Outside Back Cover
Pages of Prospectus . . . . . . . . Inside Front Cover Page;
Back Cover Page
3. Risk Factors, Ratio of Earnings to
Fixed Charges and Other Information Risk Factors

4. Terms of the Transaction . . . . . . *

5. Pro Forma Financial Information . . . *

6. Material Contracts with Company Being
Acquired . . . . . . . . . . . . . . *

7. Additional Information Required for
Reoffering by Persons and Parties
Deemed to be Underwriters . . . . . *

8. Interests of Named Experts and
Counsel . . . . . . . . . . . . . . Validity of Securities;
Experts
9. Disclosure of Commission Position on
Indemnification for Securities Act Not Applicable
Liabilities . . . . . . . . . . . .

10. Information with Respect to S-3
Registrants . . . . . . . . . . . . Not Applicable

11. Incorporation of Certain Information
by Reference . . . . . . . . . . . . Not Applicable

12. Information with Respect to S-2 or
S-3 Registrants . . . . . . . . . . Not Applicable

13. Incorporation of Certain Information
by Reference . . . . . . . . . . . . Not Applicable

14. Information with Respect to
Registrants Other Than S-3 or S-2
Registrants . . . . . . . . . . . . Outside Front Cover Page of
Prospectus; The Company;
Risk Factors; Price Range of
Common Stock; Dividend
Policy; Selected Consolidated
Financial and Operating Data;
Management's Discussion and
Analysis of Financial
Condition and Results of
Operations; Business;
Management; Description of
Capital Stock; Outstanding
Securities Covered by this
Prospectus; Available
Information; Financial
Statements

15. Information with Respect to S-3
Companies . . . . . . . . . . . . . Not Applicable

16. Information with Respect to S-2 or
S-3 Companies . . . . . . . . . . . Not Applicable

17. Information with Respect to Companies
other than S-3 or S-2 Companies . . Not Applicable

18. Information if Proxies, Consents or
Authorizations are to be Solicited . Not Applicable

19. Information if Proxies, Consents or
Authorizations are not to be
Solicited or in an Exchange Offer . Not Applicable
_______________

* Inapplicable in connection with the filing of this Registration
Statement. Information, however, may be included in subsequent
post-effective amendments filed under certain circumstances
pursuant to General Instruction H of Form S-4 or in one or more
prospectus supplements, filed pursuant to Rule 424(b)(2) under the
Securities Act of 1933, as amended.

<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD
NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE
ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

2,500,000 SHARES Subject to Completion
June 20, 1996

[Logo]

COMMON STOCK

____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
____________________

This Prospectus covers 2,500,000 shares of common stock, $.01
par value ("Common Stock"), which may be offered and issued by Superior
Services, Inc. (the "Company") from time to time in connection with the
acquisition, directly or indirectly, by the Company of various businesses
or properties, or interests therein. It is expected that the terms of
acquisitions involving the issuance of Common Stock covered by this
Prospectus will be determined by direct negotiations with the owners or
controlling persons of the businesses or properties to be merged with or
acquired by the Company, and that the shares of Common Stock issued will
be valued at prices reasonably related to market prices which are current
either at the time a merger or acquisition is agreed upon or at or about
the time of delivery of such shares. No underwriting discounts or
commissions will be paid, although finder's fees may be paid from time to
time with respect to specific mergers or acquisitions. Any person
receiving any such fees may be deemed to be an underwriter within the
meaning of the Securities Act of 1933, as amended (the "Securities Act").

With the written consent of the Company, this Prospectus, as
amended or supplemented if appropriate, has also been prepared for
use by persons who have received or will receive, from the Company,
Common Stock covered by this Prospectus in connection with acquisitions
and who may wish to sell such stock under circumstances requiring or
making desirable its use. See "Outstanding Securities Covered by this
Prospectus" for information relating to resales pursuant to this
Prospectus of shares of Common Stock issued under the Registration
Statement.

At June 1, 1996, the Company had 16,752,646 shares of Common
Stock outstanding. These shares are listed on the Nasdaq National Market
("NASDAQ"). The shares offered hereby have been approved for quotation on
NASDAQ. On June 19, 1996, the last sale price of the Common Stock on
NASDAQ was $16-3/4 per share.

All expenses of this offering will be paid by the Company.

The term "Company" refers to Superior Services, Inc., a
Wisconsin corporation and its subsidiaries, affiliates and predecessors,
unless the context requires otherwise. The executive offices of the
Company are located at 10150 West National Avenue, Suite 350, West Allis,
Wisconsin 53227. The telephone number is (414) 328-2800.

The date of this Prospectus is ____________, 1996.

<PAGE>
THE COMPANY

As of June 1, 1996, Superior's solid waste operations consisted
of five Company-owned solid waste landfills, three managed third party
landfills, 21 solid waste collection operations, ten recycling facilities
and six solid waste transfer stations. As of March 31, 1996, the Company
had 7.2 million total cubic yards of remaining disposal capacity currently
permitted at its Company-owned landfills and 33.3 million total cubic
yards of potential additional disposal capacity in various stages of
permitting. The Company's operating strategy emphasizes the integration
of its solid waste collection and disposal operations and the
internalization of waste collected. During 1995, approximately 83% of the
solid waste collected by the Company was delivered for disposal at its own
landfills. The Company also provides other integrated waste services,
most of which are project-based, and many provide additional waste volumes
to the Company's landfills and recycling facilities. These other
integrated waste services include the remediation and disposal of
contaminated soils and similar materials; wastewater biosolids management;
full container consumer product recycling; and temporary storage and
transportation of special and hazardous waste, including household
hazardous waste. Revenues from the Company's hazardous waste management
services represented less than 5% of the Company's total revenues in 1995.

Superior's objective is to be one of the largest and most
profitable fully integrated providers of solid waste collection and
disposal services in each market it serves. The Company's strategy to
achieve this objective is to (i) continue to expand its markets through
the acquisition of other solid waste businesses; (ii) pursue internal
growth opportunities in its current markets; and (iii) achieve continuing
operating improvements in its business. The Company's acquisition plan
focuses on "tuck-in" acquisitions in its existing markets and "hub and
spoke" acquisitions in new markets. Since February 1993 through June 1,
1996, the Company has acquired and retained 22 solid waste businesses,
including three solid waste landfills and 19 solid waste collection
operations. Superior plans to expand into contiguous markets through the
opening of additional transfer stations in 1996 and, in response to market
demand, is continuing to emphasize its recycling services.

Superior was formed in July 1992 to consolidate three groups of
independent waste services companies, each of which had operated for over
25 years. The consolidation was completed in February 1993 and included a
number of non-waste related service businesses. Following a management
change, in September 1994, Superior realigned its operations to focus on
its core solid waste business and improve the Company's financial
performance and shareholder value ("Realignment"). Implementation of the
Realignment resulted in the Company recognizing a $5.7 million after-tax
charge to net income in 1994. Since implementation of the Realignment
through December 31, 1995, Superior discontinued certain non-core
operations; realized $8.4 million of proceeds from the sale of under
utilized assets, non-core businesses and non-profitable solid waste
operations; reduced its total debt by $20.9 million, or 47.1%, as of
December 31, 1995; and reduced its workforce by approximately 20%. The
Company believes that the Realignment, which is now complete, allowed
Superior to improve significantly its operating profitability in 1995 and
has positioned the Company to pursue successfully additional expansion
opportunities.

On March 13, 1996, the Company completed the initial public
offering of a total of 4,082,500 shares of its Common Stock, of which
3,532,500 shares were sold by the Company and 550,000 shares were sold by
certain shareholders of the Company. With the net proceeds to the Company
from the offering of approximately $37.2 million, approximately
$17.1 million was used to further reduce the Company's outstanding
indebtedness, with the remainder reserved for use for general corporate
purposes, including potential future acquisitions, capital expenditures
and working capital.

RISK FACTORS

In addition to the other information in this Prospectus, the
following factors should be considered carefully in evaluating an
investment in the shares of Common Stock offered by this Prospectus.
Certain matters discussed in this Prospectus are foward-looking statements
that involve risks and uncertainties. Forward-looking statements include
the information concerning possible or future results of operations of the
Company set forth under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business". To that extent, the
Company claims the protection of the disclosure liability safe harbor for
forward-looking statements contained in the Private Securities Litigation
Reform Act of 1995. Readers are cautioned that the following important Risk
Factors, in addition to those discussed elsewhere herein, could affect the
future results of the Company and cause those results to differ materially
from those expressed in such forward-looking statements.

Limited Operating History; Ability to Manage Potential Growth.
The Company began operations as a consolidated entity in February 1993
upon completion of the consolidation ("Consolidation") of three groups of
independent waste companies (collectively, "Consolidated Group"), which
included a number of non-waste related service businesses. Following a
management change in September 1994, the Company implemented the
Realignment. There is a limited operating history of the Company since the
Consolidation and particularly after the Realignment. In particular, the
current management team of the Company may not be able to continue to
realize the operating and financial improvements which resulted from the
Realignment at the same rates as realized through December 31, 1995 or be
able to implement and manage effectively the Company's growth strategies.
If the Company is successful in acquiring additional businesses as
contemplated by its growth strategy, it may experience a period of rapid
growth and expansion which could place significant additional demands on
the Company's management, personnel, resources and management information
systems. The failure by the Company's management team to manage this
potential growth effectively would be likely to have an adverse effect on
the Company's results of operations. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations," "Business-
Strategy" and "Management."

Availability and Integration of Potential Future Acquisitions.
Superior's strategy envisions that a substantial part of its future growth
will come from acquiring and integrating independent solid waste
collection, transfer and disposal operations. There can be no assurance
that the Company will be able to identify suitable acquisition candidates
or, if identified, negotiate successfully their acquisition. If the
Company is successful in identifying and negotiating suitable
acquisitions, there can be no assurance that any debt or equity financing
necessary to complete the acquisition can be arranged on terms
satisfactory to the Company or that any such financing will not
significantly increase the Company's leverage or result in additional
dilution to existing shareholders. See "Potential Inability to Finance the
Company's Potential Growth" below. Moreover, there can be no assurance
that the Company will be able to integrate successfully any acquired
business, or manage or improve the operating or administrative
efficiencies or productivity of any acquired business. Failure by the
Company to implement successfully its acquisition strategy will limit the
Company's growth potential. See "Business-Strategy."

The recent consolidation and integration activity in the solid
waste industry, as well as the difficulties, uncertainties and expense
relating to the development and permitting of solid waste landfills and
transfer stations, has increased competition for the acquisition of
existing solid waste collection, transfer and disposal operations.
Increased competition for acquisition candidates may result in fewer
acquisition opportunities being made available to the Company as well as
less advantageous acquisition terms, including particularly increased
purchase prices. These circumstances may increase acquisition costs to
levels beyond the Company's financial capability or pricing parameters or
which, as to acquisitions made by the Company, may have an adverse effect
on the Company's results of operations. Many of the Company's competitors
for acquisitions are larger, better known companies with significantly
greater resources than the Company. The Company also believes that a
significant factor in its ability to consummate acquisitions will be the
relative attractiveness of its Common Stock as an investment instrument to
potential acquisition candidates. This attractiveness may, in large part,
be dependent upon the relative market price and capital appreciation
prospects of the Common Stock compared to the equity securities of the
Company's competitors. See "Recent Public Offering; Possible Stock Price
Volatility" below and "Price Range of Common Stock."

Restrictions on Landfill Expansion. As of May 31, 1996, the
estimated total remaining permitted disposal capacity of the Company's
five Company-owned landfills was 7.2 million cubic yards, with
33.3 million cubic yards of potential additional disposal capacity in
various stages of permitting. See "Business-Current Operations; Solid
Waste Landfill Disposal." As its landfills approach capacity, Superior
will need to obtain permits to expand, obtain additional disposal capacity
or dispose of its collected waste at landfills owned by others. The
permitting process for landfill expansion is lengthy, difficult, expensive
and subject to substantial uncertainty. Even when granted, final permits
are often not approved until the landfill's remaining disposal capacity is
very low. Additionally, as a result of the significant additional disposal
volumes currently being received at the Company's Emerald Park and Glacier
Ridge landfills as a result of a recent disposal agreement, the Company
will need to accelerate its efforts to obtain permits for additional
disposal capacity at these landfills. Unlike many states, Wisconsin
substantially limits the amount of disposal capacity at each landfill
which may be permitted at any one time, rather than allowing large one-
time permitted increases. There can be no assurance that the Company will
be able to successfully add additional disposal capacity when needed or,
if added, that such capacity can be added on satisfactory terms or at its
landfills where expansion is most immediately needed. Failure to
successfully add additional landfill capacity when and where needed could
have a material adverse effect on the Company's results of operations and
financial condition. See "Business-Regulation" and "-Current Operations;
Solid Waste Landfill Disposal."

Commodity Risk Upon Resale of Recyclables. One of the principal
components of the Company's internal growth strategy is its commitment to
provide recycling services to customers. The resale prices of, and demand
for, recyclable waste products, particularly wastepaper, can be volatile
and subject to changing market conditions. Accordingly, the Company's
results of operations will be affected, and may be affected materially, by
changing resale prices or demand for certain recyclable waste products,
particularly wastepaper. These changes may also contribute to significant
variability in the Company's period-to-period results of operations. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations-Results of Operations; General; Certain Recent Material
Events and Trends."

Potential Inability to Finance the Company's Potential Growth.
Superior anticipates that future business acquisitions will be financed
principally through the issuance of Common Stock and/or the payment of
cash, and possibly through the assumption of debt of the acquired
business. If acquisition candidates are unwilling to accept Common Stock
as part of the consideration for the sale of their business, the Company
would be required to utilize more of its available cash resources or
borrowings under its credit facilities in order to effect such
acquisitions. To the extent that then available sources are insufficient
to fund such requirements, the Company will require additional equity
and/or debt financing in order to provide the cash to effect such
acquisitions. Additionally, growth through the expansion of its existing
or any newly acquired landfills, as well as the ongoing maintenance of its
landfills, will require substantial capital expenditures. There can be no
assurance that the Company will have sufficient existing capital resources
or will be able to raise sufficient additional capital resources on terms
satisfactory to the Company, if at all, in order to meet any or all of the
foregoing capital requirements. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations-Liquidity and Capital
Resources."

Competition. The solid waste services industry is highly
competitive, very fragmented and requires substantial labor and capital
resources. Each of the markets in which the Company competes or will
likely compete is served by one or more of the large national solid waste
companies, as well as numerous regional and local solid waste companies of
varying sizes and resources. Intense competition exists not only to
provide services to customers but also to acquire other businesses within
each market. The national solid waste companies and some of the large
regional companies have significantly greater financial and other
resources than the Company. From time to time, these or other competitors
may reduce the price of their services in an effort to expand market share
or to win a competitively bid municipal contract. These practices may
either require the Company to reduce the pricing of its services or result
in its loss of business. The Company provides substantially all of its
residential collection services under municipal contracts. As is generally
the case in the industry, these contracts are subject to periodic
competitive bidding. There can be no assurance that the Company will be
the successful bidder to obtain or retain these contracts. The Company's
inability to compete with larger and better capitalized companies, or to
replace a significant number of municipal contracts lost through the
competitive bidding process with comparable contracts or other revenue
sources within a reasonable time period, could have a material adverse
effect on the Company's results of operations. See "Business-Competition."

Geographic Concentration. As of May 31, 1996, the Company's
operations and customers are currently located in Wisconsin, Northern
Illinois, Northeast Iowa, the Upper Peninsula of Michigan and the
Minneapolis-St. Paul, Minnesota metropolitan area. Therefore, the
Company's results of operations are susceptible to downturns in the
general economy in this geographic region. There can be no assurance that
the Company will be able to complete a sufficient number of acquisitions
in other markets to achieve geographic diversification. See "Business-
Acquisition Program."

Seasonality of Business. The Company's results of operations
tend to vary seasonally, with the first quarter of the year typically
generating the least amount of revenues, and with revenues higher in the
second and third quarter, followed by a decline in the fourth quarter.
This seasonality reflects the lower volume of waste generated and
decreased revenues from project-based and other integrated waste services
during the fall and winter months, as well as the operating difficulties
experienced from the protracted periods of cold and inclement weather
typically experienced during the winter in the Upper Midwest. Certain
operating and other fixed costs remain relatively constant throughout the
calendar year, resulting in a similar seasonality of operating income. See
"Management's Discussion and Analysis of Financial Condition and Results
of Operations-Results of Operations; Seasonality" and "-Results of
Operations; Quarterly Results."

Potential Write-off of Capitalized Expenditures. In accordance
with generally accepted accounting principles, the Company capitalizes
certain expenditures and advances directly associated with landfill
expansion projects and pending acquisitions. Indirect costs, such as
executive salaries, general corporate overhead, public affairs and other
corporate services, are expensed as incurred. The Company's policy is to
charge against net income any unamortized capitalized expenditures and
advances (net of any portion thereof that the Company estimates will be
recoverable, through sale or otherwise) relating to any landfill that will
be permanently closed, any pending acquisition that is not consummated and
any landfill expansion project not completed successfully. There can be no
assurance that the Company will not be required to incur a charge in the
future against its net income in accordance with this policy. Any such
charges against net income, if significant, would have a material adverse
effect on the Company's results of operation and possibly its financial
condition. At March 31, 1996, the Company had recorded $25.4 million of
capitalized costs in connection with landfill expansions or development at
its current sites, including $13.7 million for its five currently pending
landfill expansion applications and $11.7 million of land acquisition
costs for potential future development sites. As of March 31, 1996, the
Company's largest single capitalized expenditure was $8.6 million for the
purchase of land for future expansion adjacent to an existing landfill.
See "Business-Current Operations; Solid Waste Landfill Disposal,"
"Management's Discussion and Analysis of Financial Condition and Results
of Operations-Results of Operations; General" and Note 5 of Notes to
Consolidated Financial Statements.

Government Regulation. The Company is subject to extensive and
evolving environmental laws and regulations which have become increasingly
stringent in recent years as a result of greater public interest in
protecting the environment. These laws and regulations affect the
Company's business in many ways, including in the ways set forth below and
under "Business-Regulation," and will continue to impose substantial costs
on the Company.

In order to develop, operate and expand solid waste facilities,
it is necessary to obtain and maintain in effect one or more licenses or
permits as well as zoning, environmental and/or other land use approvals.
These licenses or permits and approvals are difficult and time consuming
to obtain and renew and are frequently subject to opposition by various
elected officials or citizens groups. See "Business-Legal Proceedings."
There can be no assurance that the Company will be successful in obtaining
and maintaining in effect the permits and approvals required for the
successful operation and growth of its business, and the failure by the
Company to obtain or maintain in effect a permit or approval significant
to its business would have a material adverse effect on the Company's
result of operations and financial condition.

The design, operation and closure of landfills is extensively
regulated. These regulations include, among others, the regulations
("Subtitle D Regulations") establishing minimum federal requirements
adopted by the United States Environmental Protection Agency ("EPA") in
October 1991 under Subtitle D of the Resource Conservation and Recovery
Act of 1976 ("RCRA"). Most states, including Wisconsin and Minnesota,
maintained extensive landfill regulations which have been updated or
replaced with new regulations consistent with, or more stringent than, the
Subtitle D Regulations. Failure to comply with these regulations could
require the Company to undertake investigatory or remedial activities, to
curtail operations or to close a landfill temporarily or permanently.
Future changes in these regulations may require the Company to modify,
supplement or replace equipment or facilities at costs which may be
substantial. The failure of regulatory agencies to enforce these
regulations vigorously or consistently may give an advantage to
competitors of the Company whose facilities do not comply with the
Subtitle D Regulations or its state counterparts. The Company's ultimate
financial obligations related to any failure to comply with these
regulations could have a material adverse effect on the Company's results
of operations and financial condition. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations-Liquidity and
Capital Resources."

In addition, Wisconsin and most other states and municipalities
in which the Company operates or may operate have adopted laws or
requirements which limit or ban certain categories of waste or mandate the
disposal or recycling of local refuse. These recycling laws and
requirements have the effect of reducing landfill disposal tonnage. The
Company believes it experienced a decrease in continuing customer disposal
volumes in 1995 due to the impact of Wisconsin's recycling requirements.
See "Business-Regulation; State and Local Regulations" and "-Current
Operations; Recycling Services."

Companies in the solid waste services business, including the
Company, are frequently subject in the normal course of business to
judicial and administrative proceedings involving federal, state or local
agencies or citizen groups. These governmental agencies may seek to impose
fines or penalties on the Company or to revoke or deny renewal of the
Company's operating permits or licenses for violations or alleged
violations of environmental laws or regulations or require that the
Company make expenditures to remediate potential environmental problems
relating to waste disposed of or stored by the Company or its
predecessors, or resulting from its or its predecessors' transportation
and collection operations. Any adverse outcome in these proceedings could
have a material adverse effect on the Company's financial condition or
results of operations and may subject the Company to adverse publicity.
Two of the Company's subsidiaries have been named as defendants in a suit
commenced by a group of residents living in the vicinity of a closed
landfill to which the subsidiaries allegedly transported industrial waste
for third party generators in the 1970s. The suit alleges that private
drinking water wells have been contaminated by the release of pollutants
from the site. The Company may also be subject to actions brought by
individuals or community groups in connection with the permitting or
licensing of its operations, any alleged violation of such permits or
licenses or other matters. See "Potential Environmental Liability" below
and "Business-Legal Proceedings."

Potential Environmental Liability. The Company is subject to
liability for any environmental damage that its solid waste facilities or
hazardous waste transfer and temporary storage facility ("TSF") may cause
to neighboring landowners, particularly as a result of the contamination
of drinking water sources or soil, including damage resulting from
conditions existing prior to the Consolidation or the acquisition of such
facilities by the Company. The Company may also be subject to liability
for any off-site environmental contamination caused by pollutants or
hazardous substances whose transportation, treatment or disposal was
arranged by the Company or its predecessors. Any substantial liability for
environmental damage incurred by the Company could have a material adverse
effect on the Company's financial condition and results of operations. See
"Business-Regulation."

The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended ("Superfund" or "CERCLA"), imposes
strict, joint and several liability on the present owners and operators of
facilities from which a release of hazardous substances into the
environment has occurred, as well as any party that owned or operated the
facility at the time of disposal of the hazardous substances regardless of
when the hazardous substance was first detected. Similar liability is
imposed upon the generators of waste which contains hazardous substances
and hazardous substance transporters that select the treatment, storage or
disposal site. All such persons, who are referred to as potentially
responsible parties ("PRPs"), generally are jointly and severally liable
for the expense of waste site investigation, waste site cleanup costs and
natural resource damages, regardless of whether they exercised due care
and complied with all relevant laws and regulations. These costs can be
very substantial. Furthermore, such liability can be based upon the
existence of even very small amounts of the more than 700 "hazardous
substances" listed by the EPA and is not limited to the disposal of
"hazardous wastes," as statutorily defined. It is likely that hazardous
substances have in the past come to be located in landfills with which the
Company has been associated as an owner or operator. Moreover, the Comp-
any's solid waste collection operations may have transported hazardous
substances in the past and may do so inadvertently on occasion in the
future. Additionally, the Company temporarily holds at its TSF and
transports to third party disposal facilities certain types of hazardous
wastes. If any of these sites or operations ever experience environmental
problems, the Company could be subject to substantial liability which
could have a material adverse effect on its financial condition and
results of operations. See "Business-Regulation."

With respect to each business that Superior acquires, there may
be liabilities that it fails or is unable to discover, including
liabilities arising from noncompliance with environmental laws by prior
owners, and for which the Company, as a successor owner, may be legally
responsible. Representations, warranties and indemnities from the sellers
of such businesses, if obtained and if legally enforceable, may not cover
fully the resulting environmental liabilities due to their limited scope,
amount or duration, the financial limitations of the warrantor or
indemnitor or other reasons. Certain environmental liabilities, even
though expressly not assumed by the Company, may nonetheless be imposed on
the Company under certain legal theories of successor liability, including
particularly under CERCLA. See "Business-Acquisition Program."

In connection with the Consolidation, the former shareholders of
the Consolidated Group agreed to indemnify the Company for certain varying
periods of time against certain known and unknown potential liabilities
relating to members of the Consolidated Group. Certain of such
indemnification obligations may have expired (particularly with respect to
environmental liabilities of the members of the Consolidated Group which
were not knowingly misrepresented at the time of the Consolidation). It is
possible that, if environmental liabilities respecting the members of the
Consolidated Group which were not knowingly misrepresented at the time of
the Consolidation subsequently become known, the Company may not be able
to seek indemnification from the former shareholders against such
liabilities. Any such unindemnified liabilities may have a material
adverse effect on the Company's results of operations and financial
condition.

Two of the Company's subsidiaries have been identified as PRPs
as a result of their use, prior to the Consolidation, of a closed landfill
which has been identified to have caused groundwater contamination. As of
May 31, 1996, the total cost for the investigation of environmental
conditions at the site and remedial action at this landfill was
approximately $2 million and the WDNR has estimated that the total costs
of future phases of remediation at the site will be approximately
$4 million. The PRPs have not agreed to the plan for final remedial action
nor have the Company's subsidiaries negotiated their allocable share of
the cost of interim or final remedial action with the other PRPs. The
Company's subsidiaries' allocable share of these costs cannot now be
reasonably estimated. The Company has not established specific financial
reserves for potential costs related to this remediation which may exceed
the amounts against which the Company has been indemnified by the former
shareholders. There can be no assurance that the Company's ultimate
financial obligations related to this remediation will not have a material
adverse effect on the Company's results of operations and financial
condition. See "Business-Legal Proceedings."

In connection with its acquisition of the Superior Glacier Ridge
landfill in March 1993, the Company was required by the sellers to accept
the transfer of an adjacent closed landfill listed on the EPA's National
Priority List ("NPL"). See "Business-Regulation." As of May 31, 1996, the
estimated one-time total cost for remedial action at this landfill was
$107,000, together with estimated annual operating, maintenance and
monitoring costs of $90,000 for a possible period of up to 30 years or
longer. If the recommended remedial action does not result in a decrease
in groundwater contamination, additional and more aggressive and costly
remediation may be required by the Wisconsin Department of Natural
Resources ("WDNR"). There can be no assurance that the Company's ultimate
remediation costs will not exceed the amounts otherwise indemnified by the
sellers or the Company's financial reserves, which could have a material
adverse effect on the Company's results of operations and financial
condition. See "Business-Legal Proceedings."

Potential Inadequacy of Accruals For Closure and Post-Closure
Costs. The Company has material financial obligations relating to closure
and post-closure costs of disposal facilities it operates. While the
precise amounts of these future obligations cannot be determined, at
May 31, 1996, the Company estimated the total costs (on a current dollar
as opposed to a discounted present value basis) to be approximately
$32 million for final closure of its operating facilities plus post-
closure monitoring costs pursuant to applicable regulations (generally for
a term of 30 to 40 years after final closure). At March 31, 1996, the
Company had accrued $20.7 million for such projected post-closure costs.
The Company will provide additional accruals based on engineering
estimates of consumption of permitted landfill airspace over the useful
lives of its landfills. There can be no assurance that the Company's
ultimate financial obligations for actual closing or post-closing costs
will not exceed the amount then accrued and reserved or amounts otherwise
receivable pursuant to insurance policies or trust funds. Such a
circumstance could have a material adverse effect on the Company's
financial condition and results of operation. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations-Liquidity and
Capital Resources" and Note 2 of Notes to Consolidated Financial State-
ments.

Potential Uninsured Risks. The Company's limited environmental
impairment liability insurance does not cover liabilities associated with
any environmental cleanup or remediation on the Company's own sites. As a
result, a partially or completely uninsured claim against the Company, if
successful and of sufficient magnitude, could have a material adverse
effect on the Company's results of operations and financial condition. Any
future difficulty in obtaining insurance could also impair the Company's
ability to secure future contracts conditioned upon the contractor having
adequate insurance coverage. See "Business-Risk Management, Insurance and
Performance Bonds."

Municipal solid waste collection contracts typically require
performance bonds or other means of financial assurance to secure
contractual performance. If the Company were unable to obtain surety bonds
or letters of credit in sufficient amounts or at acceptable rates, it may
be precluded from entering into additional municipal solid waste
collection contracts or obtaining or retaining landfill operating permits.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations-Liquidity and Capital Resources."

Dependence on Management. The Company is highly dependent upon
the services of the members of its senior management team, the loss of any
of whom may have an adverse effect on the Company. Other than a "key-man"
life insurance policy on the life of its President and Chief Executive
Officer, G. William Dietrich, the Company does not maintain key-man life
insurance on any other executive officers. Additionally, certain
favorable terms of the Company's recently amended bank revolving credit
agreement are dependent upon the continuing employment by the Company of
its Chief Executive Officer and Chief Financial Officer. See "Management-
Executive Officers and Directors."

Control by Management. As of May 31, 1996, executive officers
and directors of the Company as a group beneficially owned approximately
44.4% of the outstanding Common Stock. As a result, these existing
shareholders, if acting together, will be able to influence significantly
the election of individuals to the Board of Directors and the outcome of
other matters submitted for shareholder consideration.

Potential Anti-Takeover Provisions. The Company's Restated
Articles of Incorporation ("Restated Articles") and Restated By-Laws
contain provisions that, among other things, provide for staggered terms
for members of the Company's Board of Directors, place certain
restrictions on the removal of directors, authorize the Board of Directors
to issue undesignated preferred stock in one or more series without
shareholder approval, incorporate the limits of the Wisconsin Business
Corporation Law ("WBCL") on certain types of business combinations,
establish certain procedures to call a special meeting of shareholders,
require advance notice for director nominations and certain other matters
to be considered at meetings of shareholders and impose super majority
voting requirements on certain amendments to the Restated Articles and By-
Laws. These provisions could have the effect of delaying, deferring or
preventing a change in control, or the removal of the Board of Directors
or existing management, of the Company. See "Description of Capital Stock-
Restated Articles of Incorporation and Restated By-Laws of the Company."

As described under "Description of Capital Stock-Certain
Statutory and Other Provisions," the WBCL contains several statutory
provisions which could also have the effect of discouraging non-negotiated
takeover proposals for the Company or impeding a business combination
between the Company and a major shareholder of the Company. Such
provisions as they relate to the Company include (i) limiting the voting
power of certain shares which are held by a person in excess of 20% of the
Company's voting power to 10% of the full voting power of such excess
shares; (ii) requiring a supermajority vote of shareholders, in addition
to any vote otherwise required, to approve certain business combinations
not meeting certain adequacy of price standards; (iii) prohibiting certain
business combinations between the Company and a major shareholder for a
period of three years, unless such acquisition has been approved by the
Company's Board of Directors prior to the time such major shareholder
became a 10% beneficial owner of shares or under certain other
circumstances; and (iv) limiting certain actions which can be taken by the
Company while a takeover offer for the Company is being made or after a
takeover offer for the Company has been publicly announced.

Recent Public Offering; Possible Stock Price Volatility. The
Company's Common Stock has been traded on NASDAQ only since the Company's
initial public offering of 4,082,500 shares of its Common Stock (including
550,000 shares sold by certain shareholders of the Company) on March 8,
1996. Accordingly, there is a very limited trading history of the Common
Stock and there can be no assurance that the future market price of the
Common Stock will not be lower than the price at which the Common Stock is
issued from time to time pursuant to this Prospectus. See "Price Range of
Common Stock."

The market price of the Common Stock may be subject to
significant fluctuations in response to numerous factors, including
variations in the annual or quarterly financial results of the Company or
its competitors, changes by financial research analysts in their estimates
of the earnings of the Company or other companies in the solid waste and
environmental services industries, conditions in the economy in general or
in the Company's industry in particular, unfavorable publicity or changes
in applicable laws and regulations (or judicial or administrative
interpretations thereof) affecting the Company or the solid waste
industry.

Shares Eligible for Future Sale; Subsequent Registrations.
Subject to the limits on the Company shareholders who sold shares of
Common Stock in the Company's initial public offering which prohibit such
shareholders from selling or otherwise disposing of any of their remaining
shares until December 3, 1996, after September 4, 1996 (the end of the
180-day period during which affiliates of the Company prior to the initial
public offering are prohibited from selling any shares of Common Stock and
non-affiliate shareholders who did not sell shares in the Company's initial
public offering are each prohibited from selling more than 10% of their
Common Stock holdings) approximately 5.5 million of the currently
outstanding shares will be freely saleable in the public market and
approximately 7.1 million shares will be eligible for resale in the public
market under Rule 144 promulgated under the Securities Act. Three current
holders of Common Stock have the right to require the Company at its expense
on two occasions to register up to all of their 3,317,890 shares of Common
Stock at any time beginning on September 4, 1996, and extending until such
holders may publicly sell all of their Common Stock without registration
under the Securities Act. Any shares issued to effect a business
acquisition prior to September 4, 1996 would not be saleable in the public
market by the recipient until September 4, 1996 without the consent of
Alex. Brown & Sons Incorporated, the lead underwriter in the Company's
initial public offering. Additionally, on or about September 4, 1996, the
Company intends to file a registration statement under the Securities Act
to register up to 2,548,313 shares issuable upon exercise of stock options
or other awards granted or to be granted under its 1993 Incentive Stock
Option Plan, 1996 Equity Incentive Plan and certain individual stock
option agreements. After the filing of such registration statement and
subject to certain restrictions under Rule 144, these shares will be
freely saleable in the public market immediately following exercise of
such options. See "Description of Capital Stock."

No prediction can be made as to the effect, if any, of the offer
and sale of additional shares of Common Stock, or the availability of
additional shares for sale, on the market prices of the Common Stock
prevailing from time to time. Nevertheless, sales of substantial amounts
of the Common Stock in the public market could adversely affect prevailing
market prices of the Common Stock and the ability of the Company to raise
equity capital in the future.

Dilution. Purchasers of shares of Common Stock pursuant to this
Prospectus may experience dilution as a result of additional shares of
Common Stock being issued for potential future business acquisitions, as a
result of the exercise of employee stock options or other purposes.

No Dividends. The Company does not anticipate paying any cash
dividends on its Common Stock for the foreseeable future. See "Dividend
Policy."

PRICE RANGE OF COMMON STOCK

The Company's Common Stock has traded on the NASDAQ National
Market under the symbol "SUPR" since the Company's initial public offering
on March 8, 1996. Prior to that time there was no public market for the
Common Stock. The following table sets forth, for the periods indicated,
the high and low last sale prices for the Common Stock as reported by
NASDAQ.

1996 High Low

First Quarter (through March 31, 1996) . . . . . . $15 $12-3/4
Second Quarter (through June 19, 1996) . . . . . . $19 $13

On June 19, 1996, the last sale price of the Common Stock as
reported by NASDAQ was $16-3/4 per share. As of June 1, 1996, there were
approximately 270 holders of record of the Common Stock.

DIVIDEND POLICY

The Company has never paid any cash dividends on its capital
stock. The Company and its Board of Directors currently intend to retain
any earnings for use in the operation and expansion of the Company's
business and do not anticipate paying any cash dividends on the Common
Stock for the foreseeable future. The Company's bank revolving credit
agreement prohibits the payment of cash dividends without prior bank
approval. See Note 6 of Notes to Consolidated Financial Statements.

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following table presents selected consolidated statement of
operations, balance sheet and other operating data of the Company for the
periods presented. The selected financial and operating data for the five
years in the period ended December 31, 1995 were derived from the
Company's consolidated financial statements, which have been audited by
Ernst & Young LLP, independent auditors. The consolidated financial data
for the quarters ended March 31, 1995 and 1996 are unaudited. In the
opinion of management, the unaudited financial data included in this
Prospectus were prepared on the same basis as the audited financial data
and include all adjustments, consisting only of normal recurring
adjustments necessary to present fairly the information set forth herein.
The data for the quarters ended March 31, 1995 and 1996 are not
necessarily indicative of the results to be expected for the full year or
any other interim period. The selected consolidated financial data below
should be read in conjunction with the Company's audited consolidated
financial statements and notes thereto at December 31, 1994 and 1995 and
for the three years in the period ended December 31, 1995 and the
Company's unaudited interim financial statements for the quarters ended
March 31, 1995 and 1996, included elsewhere in this Prospectus and
"Management's Discussion and Analysis of Financial Condition and Results
of Operations."

<TABLE>
<CAPTION>
Three Months ended
Years ended December 31,(1) March 31,
1991 1992 1993 1994 1995 1995 1996
Statement of Operations Data: (in thousands, except per share amounts)

<S> <C> <C> <C> <C> <C> <C> <C>
Revenues . . . . . . . . . . . $ 32,046 $ 44,943 $ 67,304 $ 76,297 $ 92,592 $20,341 $22,315
Cost of operations . . . . . . 19,522 28,430 39,262 46,417 49,133 11,259 12,378
Selling, general and
administrative expenses . . . 6,823 8,425 12,106 15,054 15,013 3,643 4,060
Depreciation and amortization 3,114 4,131 6,180 9,488 12,704 2,776 3,432
------ ------ ------ ------ ------ ------ ------
Operating income from
continuing operations . . . . 2,587 3,957 9,756 5,338 15,742 2,663 2,445
Interest expense . . . . . . . (1,004) (1,293) (1,531) (2,245) (2,829) (851) (390)
Other income . . . . . . . . . 267 165 228 27 610 423 268
------ ------ ------ ------ ------ ------ ------
Income from continuing
operations before income taxes 1,850 2,829 8,453 3,120 13,523 2,235 2,323
Income taxes(2) . . . . . . . 731 1,431 3,343 1,389 5,609 944 958
------ ------ ------ ------ ------ ------- ------
Income from continuing
operations(2) . . . . . . . . 1,119 1,398 5,110 1,731 7,914 1,291 1,365

Income (loss) from discontinued
operations, net of income
tax(3) . . . . . . . . . . . 342 108 56 (5,735) (329) 5 --
------ ------- ------ ------- ------- ------ ------
Net income (loss)(2) . . . . . $ 1,461 $ 1,506 $ 5,166 $ (4,004) $ 7,585 $ 1,296 $ 1,365
====== ====== ====== ====== ====== ====== ======
Earnings per share from
continuing operations(2) . . $ 0.14 $ 0.18 $ 0.42 $ 0.13 $ 0.59 $ .09 $ .10
===== ===== ===== ===== ===== ====== ======
Earnings (loss) per share(2) . $ 0.19 $ 0.19 $ 0.42 $ (0.30) $ 0.56 $ .09 $ .10
===== ===== ===== ===== ===== ====== ======
Weighted average shares
outstanding . . . . . . . . . 7,882 7,921 12,213 13,534 13,474 13,587 14,083

Other Operating Data:
EBITDA(4) $ 5,701 $ 8,088 $ 15,936 $ 14,826 $ 28,446 $ 5,439 $ 5,877

<CAPTION>
December 31,
1991 1992 1993 1994 1995 March 31, 1996
Balance Sheet Data: (in thousands)

<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 953 $ 971 $ 3,022 $ 2,034 $ 1,373 $18,875
Working capital
(deficiency) . . . . . . (2,667) (4,391) 8,906 12,818 4,710 24,803
Property and equipment,
net . . . . . . . . . . 24,181 31,259 76,546 80,592 81,026 80,995
Total assets . . . . . . 36,860 47,273 116,398 126,785 122,763 141,080
Long-term debt, net of
current maturities . . . 10,802 10,382 27,388 35,794 20,168 1,952
Total common shareholders'
investment . . . . . . . 7,508 8,185 32,922 29,331 36,002 89,597

<FN>
_______________

(1) The Realignment in September 1994 involved the discontinuation or sale of certain underutilized assets, non-core
businesses and non-profitable solid waste operations and was complete as of December 31, 1995. All financial data for
periods ending prior to and on December 31, 1994 have been restated to reflect separately the results of discontinued
operations resulting from the Realignment. See "Management's Discussion and Analysis of Financial Condition and Results
of Operations-Discontinued Operations" and Note 3 of Notes to Consolidated Financial Statements.
(2) Substantially all of the Company's predecessors were S Corporations for federal and state income tax purposes through
December 31, 1992. As a result, the responsibility for the Company's income taxes for 1991 and 1992 was passed through to
its shareholders rather than being a corporate responsibility. Income taxes, income from continuing operations, net
income and earnings per share for 1991 and 1992 reflect income tax expense on a pro forma basis as if the Company was a C
corporation for such years.
(3) Includes estimated losses on disposition of discontinued operations, net of income taxes of $5,042,000 and $329,000 for
1994 and 1995, respectively.
(4) EBITDA is defined as operating income from continuing operations, plus depreciation and amortization and is relevant to
an understanding of the Company's performance because it reflects the Company's ability to generate cash flows sufficient
to satisfy its debt service, capital expenditure and working capital requirements. EBITDA should not be considered an
alternative to: (i) operating income (as determined in accordance with generally accepted accounting principles) as an
indicator of the Company's operating performance or (ii) cash flows from operating activities (as determined in
accordance with generally accepted accounting principles) as a measure of liquidity.
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
Company's consolidated financial statements and notes thereto included
elsewhere in this Prospectus.

Overview

History

Superior was formed in July 1992 to effect the Consolidation. The
Consolidation was completed in February 1993 and included a number of non-
waste related service businesses. Following a management change, in Sep-
tember 1994, the Company implemented the Realignment. The Realignment
involved discontinuing and disposing of certain non-core businesses,
underutilized assets and non-profitable solid waste operations; consoli-
dating and reorganizing the Company's various operations; reducing its
workforce; and improving the Company's financial performance and
shareholder value. Implementation of the Realignment resulted in the
Company recognizing a $5.7 million after-tax charge to net income in 1994.

Since implementation of the Realignment in September 1994 through
December 31, 1995, the Company took the following significant actions to
focus its financial and human resources on its core solid waste business,
improve its return on assets and redefine its identity, culture and
mission:

- Discontinued its construction business and sold substantially
all of its related equipment primarily at public auctions in 1995 for sale
proceeds of $4.3 million.

- Discontinued its quarry wash plant operations and sold its
remaining inventory of rock aggregate during 1995 for sale proceeds of
$366,000.

- Discontinued its biomedical waste collection, transportation and
destruction operations and, in May 1996 sold the customer contracts and
certain assets of these operations for $750,000.

- Sold its non-profitable solid waste collection operations in
Machesney Park, Illinois (a suburb of Rockford) and Peshtigo, Wisconsin
(Northeastern Wisconsin) in December 1994 and February 1995, respectively,
for combined sale proceeds of $2.4 million.

- Reduced its workforce by approximately 20%.

- Reduced its total debt by $20.9 million, or 47.1%, as of
December 31, 1995.

- Improved the Company's organizational integration and operating
efficiency and decentralized its operating management.

- Reorganized its other integrated waste services group by
changing the group's management; combining the group's divergent
operations; aggressively marketing the group's project-based services
which provide additional waste volumes to the Company's landfills and
recycling facilities; and implementing an effective job costing system to
improve the group's profitability.

- Accelerated development of a more effective management
information system.

- Adopted a more focused return on investment approach to capital
investment which resulted in proceeds of $1.3 million from the sale of
non-productive assets.

As a result of the Realignment, the Company's financial performance
improved significantly in 1995 compared to 1994, including an improvement
in operating expenses as a percentage of revenues to 53.1% from 60.9%; an
improvement in selling, general and administrative expense as a percentage
of revenues to 16.2% from 19.7%; and a 91.9% improvement in EBITDA. The
Realignment is now complete. See Note 3 of Notes to Consolidated
Financial Statements. As a result of the Realignment and the Company's
resulting improved operating performance, in December 1995, the Company
negotiated more favorable terms and conditions, as well as more favorable
borrowing rates, under its revolving credit facility.

Acquisitions

The Consolidation was effective for accounting purposes as of
December 31, 1992 and was accounted for as a combination at historical
cost due to the significance of the equity interests in the Company held
by the predecessor companies' shareholders. Accordingly, the Consolidated
Group's assets and liabilities were reflected at their historical values
at the date of the Consolidation. Since the Consolidation, the Company has
acquired and retained 22 solid waste businesses, consisting of three solid
waste landfills and 19 solid waste collection operations. All of these
acquisitions were accounted for as purchases. Accordingly, the results of
operations of these acquired businesses have been included in the
Company's financial statements only from the respective dates of
acquisition and have affected period-to-period comparisons of the
Company's operating results. The Company anticipates that a substantial
part of its future growth will come from acquiring additional solid waste
collection, transfer and disposal businesses and, therefore, it is
expected that additional acquisitions could continue to affect period-to-
period comparisons of the Company's operating results.

Results of Operations

General

The Company provides solid waste collection, transfer, recycling and
disposal services to customers primarily in Wisconsin and also in parts of
Minnesota, Illinois, Iowa and Michigan. The Company also provides other
integrated waste services, most of which are project-based and many
provide additional waste volumes to the Company's landfills and recycling
facilities. These other integrated waste services include the remediation
and disposal of contaminated soils and similar materials; wastewater
biosolids management; full container consumer product recycling; and
temporary storage and transportation of special and hazardous waste,
including household hazardous waste. Revenues from the Company's solid
waste collection, recycling services and disposal operations accounted for
approximately 48%, 15% and 16%, respectively, of the Company's total
revenues in 1995. The Company's other integrated waste services accounted
for the remaining approximately 21% of the Company's total revenues in
1995. Revenues from the Company's hazardous waste management services are
included within the percentage of revenues from other integrated waste
services referenced in the preceding sentence and alone represented less
than 5% of the Company's revenues in 1995.

The Company's solid waste collection operations earn revenues from
fees collected from residential, commercial and industrial collection and
transfer station customers. Substantially all of the Company's residential
collection services are provided on a contract basis in which the Company
contracts with a municipal authority to collect the solid waste of all or
a portion of the residential homes in a specified community or provide a
central repository for residential waste drop-off. These contracts, which
are usually competitively bid, generally have terms of one to three years
and provide consistent cash flow during the term of the contract since the
Company is paid regularly by the municipality or its residents based on a
specified fixed rate per household. The Company also provides residential
collection services on a subscription basis, whereby the Company contracts
directly with individual households. Residential subscription customers
are billed in advance and provide the Company with a stable source of
revenues and an efficient means to utilize the Company's resources,
particularly its collection equipment, manpower and management information
systems. The Company derives a substantial portion of its collection
revenues from commercial and industrial customers. Commercial and
industrial waste streams generally help improve the Company's operating
efficiencies and provide additional volume for the Company's landfills.
Commercial and industrial contracts typically have terms of one to three
years and are individually negotiated.

As part of its collection operations, the Company's transfer stations
receive solid waste collected primarily by its various collection
operations, compact the waste and transfer the waste to larger Company-
owned vehicles for transport to landfills. This procedure reduces the
Company's costs by improving its utilization of collection personnel and
equipment.

The Company currently operates recycling facilities as part of its
collection and transfer operations at which it processes, sorts and
recycles paper products, certain plastics, glass, aluminum and tin cans
and certain other items. The Company's recycling facilities earn revenues
from the collection, processing and resale of recycled waste products,
particularly recycled wastepaper. The Company attempts to resell recycled
waste products in the most commercially reasonable manner practicable and
to pass on contractually a portion of the commodity pricing risk to its
commercial and industrial clients. The Company also operates a wood pallet
recycling operation at its Fort Atkinson collection facility and curbside
residential recycling programs in connection with its residential
collection operations in most of the communities it serves. In addition,
the Company provides full container consumer product recycling services.

The Company-owned solid waste landfills earn revenues from disposal
fees (known as "tipping fees") charged to third parties. The Company's
landfills receive solid waste from its own collection companies and
transfer stations, as well as from independent collection operators. In
1995, approximately 83% of the solid waste collected by the Company was
delivered for disposal at its own landfills and approximately 54% of the
solid waste disposed of at the Company's landfills was delivered by the
Company. Tipping fees earned by the Company's landfills from its own
collection operations are considered intercompany revenues, and are
eliminated from the Company's consolidated disposal revenues.

The Company's prices for its solid waste services are typically
determined by the volume, weight and type of waste collected, treatment
requirements, risks involved in handling, recycling or disposing of waste,
frequency of collection, cost of disposal or recycling, distance to final
disposal sites, amount and type of equipment furnished to the customer and
prices charged for similar service by competitors. The Company's ability
to pass on cost increases is sometimes limited by the terms of its
contracts. Long-term solid waste collection contracts typically contain a
formula, generally based on published price indices, for automatic
adjustment of fees to cover increases in some, but not all, operating
costs.

Operating expenses for the Company's collection operations include
direct labor, fuel, equipment maintenance and tipping fees paid to third-
party landfills. Operating expenses for the Company's landfill operations
include labor, equipment costs, legal and administrative costs of ongoing
environmental compliance, royalties to former owners, site maintenance and
accruals for future closure and post-closure maintenance costs.

Engineering, legal, permitting, construction and other costs directly
associated with expansions of existing landfills, together with associated
interest, are capitalized. The Company also capitalizes certain expen-
ditures related to pending acquisitions. Indirect project development
costs, such as executive and corporate overhead, public relations and
other corporate services, are expensed as incurred. The Company's policy
is to charge against net income any unamortized capitalized expenditures
and advances (net of any portion that the Company estimates will be
recoverable, through sale or otherwise) relating to any landfill that is
permanently closed, any pending acquisition that is not consummated and
any landfill expansion project that is not completed. While the Company
has landfill expansion projects under development at all of its current
sites, it is not currently developing any new landfills. At March 31,
1996, the Company had recorded $25.4 million of capitalized costs in
connection with its landfill expansions or development at its current
sites, including $13.7 million for its five currently pending permit
applications and $11.7 million of land acquisition costs for potential
future development sites.

The Company accrues the estimated landfill closure and post-closure
maintenance costs expected to be incurred upon and subsequent to the
closing of existing operating landfill areas ratably as the permitted
airspace is consumed during any given period. The Company also has
material financial obligations relating to closure and post-closure costs
or remediation of disposal facilities it operates or for which it is or
may become responsible. The Company's estimates of these costs are stated
in current dollars and are not discounted to present value. The Company
believes its landfills are in substantial compliance with existing federal
and state laws and standards for landfill operation and closure, and the
Company believes that it has accrued adequately for its landfill closure
and post-closure costs.

Selling, general and administrative ("SG&A") expenses include
management salaries, clerical and administrative overhead, costs
associated with the Company's sales force, and community relations
expense.

Upon receipt of all necessary operating permits, capitalized landfill
costs are amortized based on utilization of available airspace under the
units-of-production method. Successful permitting of additional landfill
disposal capacity improves the Company's profitability by extending the
time period over which the Company may amortize the capitalized costs of
the expanded landfill. Property and equipment is depreciated over the
estimated useful life of the assets using the straight line method.

Other income and expense, which is comprised primarily of interest
income and gains and losses on sales of equipment, has not historically
been material to the Company's results of operations.

To date, inflation has not had a significant impact on the Company's
operations.

The following table sets forth for the periods indicated the
percentage of revenues represented by the individual line items reflected
in the Company's consolidated statements of operations:

Three Months
Years ended December 31, ended March 31,
1993 1994 1995 1995 1996

[S] [C] [C] [C] [C] [C]
Revenues . . . . . . . . . 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of operations . . . . 58.3 60.9 53.1 55.4 55.4
Selling, general and
administrative expenses . 18.0 19.7 16.2 17.9 18.2
Depreciation and
amortization . . . . . . . 9.2 12.4 13.7 13.6 15.4
---- ---- ---- ----- -----
Operating income from
continuing operations . . 14.5 7.0 17.0 13.1 11.0
Interest expense . . . . . (2.3) (2.9) (3.0) (4.2) (1.8)
Other income . . . . . . . 0.3 - 0.6 2.1 1.2
---- ----- ---- ---- ----
Income from continuing
operations before income
taxes . . . . . . . . . . 12.5 4.1 14.6 11.0 10.4
Income taxes . . . . . . . 5.0 1.8 6.1 4.6 4.3
---- ---- ---- ---- -----
Income from continuing
operations . . . . . . . . 7.5 2.3 8.5 6.4 6.1
Income (loss) from
discontinued operations,
net of income tax . . . . 0.1 (7.5) (0.3) - -
---- ---- ---- ---- ----
Net income (loss) . . . . . 7.6% (5.2)% 8.2% 6.4% 6.1%
==== ==== ==== ==== ====

Certain Recent Material Events and Trends

In September 1995, the Company entered into a disposal agreement
pursuant to which a customer agreed to dispose of all of its solid waste
and certain special waste from its Milwaukee collection operations at the
Company's Emerald Park and Glacier Ridge landfills over the next three
years. The Company expects to recognize approximately $7 million of
additional annualized revenues under this contract beginning in 1996.
Although the Company began receiving initial disposal volumes under this
contract in November 1995, the Company did not begin to receive all of the
available disposal volume under this contract until the second quarter of
1996.

One of the principal components of the Company's internal growth
strategy has been its commitment to provide recycling services to
customers. The Company believes its ability to offer integrated solid waste
services, including recycling services, provides it with a competitive
advantage over certain other waste services companies. The prices of, and
demand for, recyclable waste products, particularly wastepaper, can be
volatile and subject to changing market conditions. The Company attempts
to resell recyclable waste products in the most commercially reasonable
manner practicable and to pass on contractually to many of its commercial
and industrial clients some of the commodity pricing risk of reselling
recyclable waste products collected from such clients' facilities. While
the Company believes it has mitigated a portion of the commodity risk
associated with its resale of recyclable wastepaper through a five-year
contract with a national paper company which contains minimum floor
pricing provisions and allows the Company to sell all (but not less than
50%) of its supply of certain grades of recyclable wastepaper to such
national paper company, the Company's results of operations will still be
affected, and may be affected materially, by changing resale prices or
demand for certain recyclable waste products, particularly wastepaper.
Significant increases or decreases in the demand for, or resale prices of,
certain recyclable waste products could have a material positive or
negative effect on the Company's results of operations and may contribute
to significant variability in period-to-period comparisons of the
Company's results of operations. There can be no assurance that the
Company's revenues from recycling services will continue to contribute to
future revenue growth at the same rate as in 1995.

Three Months Ended March 31, 1996 vs. Three Months ended March 31, 1995

Revenues. Revenues for the 1996 first quarter compared to the 1995
first quarter increased approximately $2.0 million primarily due to a 58%
increase in volumes of wastes collected and disposed at the Company's
landfills and approximately $650,000 from the impact of businesses
acquired since March 31, 1995. These increases were achieved despite a
decrease of approximately $680,000 in revenues from recyclable wastepaper
sales. Daily disposal volume at the Company's landfills rose to an
average of more than 4,100 tons per day in the 1996 first quarter compared
to an average of 2,600 tons per day in the corresponding period last year.
The higher landfill volume was the result of increased volumes received
from a disposal contract for a customer's Milwaukee collection operations
which began to take full effect in the first quarter, higher solid waste
volumes from collection operations, and increased volumes of special waste
streams from the Company's project-driven other integrated waste services.

The approximately $680,000 decrease in revenues from sales of
recyclable wastepaper products was comprised of an over $1 million
decrease in recycling revenues resulting from a 60% decline in prices
received for these products compared to the first quarter of 1995,
partially offset by a 38% increase in volumes of recyclable wastepaper
products processed and sold. The resale prices of, and demand for,
recyclable waste products, particularly wastepaper, can be volatile and
subject to changing market conditions. If resale prices for recyclable
waste products remain at current levels, the Company will likely continue
to realize similar reductions in recycling revenues in the second and
third quarters of 1996 compared to the corresponding 1995 periods. The
Company's recycling operations remained profitable during the first
quarter of 1996 due to the Company's floor-pricing arrangement with a
national paper company coupled with the cost effectiveness of the
Company's processing facilities and fees received for providing recyclable
waste collection services to its customers.

Cost of Operations. Cost of operations for the three months ended
March 31, 1996 increased $1.1 million, or 9.9%, to $12.4 million from
$11.3 million for the three months ended March 31, 1995. As a percentage
of revenues, cost of operations remained constant between the comparable
quarters. The increase in the dollar amount of cost of operations was
primarily attributable to the costs of collecting and disposing of the
increased volumes of wastes received from additional products and services
provided to new customers, including the operation of the new businesses
acquired after March 31, 1995, and the costs associated with processing
the increased volumes of recyclable products.

SG&A. SG&A increased $417,000, or 11.4%, to $4.1 million for the
three-month period ended March 31, 1996 from $3.7 million for the
three-month period ended March 31, 1995. As a percentage of revenues,
SG&A increased from 17.9% to 18.2% in the 1996 first quarter due primarily
to increased costs for personnel necessary to support the acquisition
program and to service new customers, including those associated with the
businesses acquired after March 31, 1995.

Depreciation and Amortization. Depreciation and amortization increased
$656,000, or 23.6%, to $3.4 million from $2.8 million for the three-month
period ended March 31, 1996 compared to the three-month period ended
March 31, 1995, primarily as a result of increased landfill depletion
costs and increased depreciation costs of the additional assets and
businesses acquired after March 31, 1995. As a percentage of revenues,
depreciation and amortization increased to 15.4% from 13.6% reflecting the
increase in disposal revenue as a percentage of total revenue which
results in additional depletion costs and the depreciation of the
additional assets of businesses acquired after March 31, 1995.

Interest Expense. Interest expense decreased $461,000, or 54.2%, to
$390,000 from $851,000 in the three-month period ended March 31, 1996
compared to the three-month period ended March 31, 1995. The reduction in
interest expense was due primarily to the reduction in debt between the
first quarter of 1996 and the first quarter of 1995 resulting primarily
from the application of a portion of the net proceeds from its March 1996
initial public offering. Additionally, the Company benefited from a lower
overall interest rate on outstanding borrowings in the first quarter of
1996 as a result of the successful renegotiation of its revolving credit
agreement in December 1995.

Income Taxes. The Company's effective tax rate decreased to 41.3% in
the three months ended March 31, 1996 compared to 42.2% in the three
months ended March 31, 1995. The decrease was primarily the result of
increased earnings which reduced the impact of the non-deductible
amortization of intangibles related to businesses acquired.

1995 vs. 1994

Revenues. Revenues increased $16.3 million, or 21.4%, to $92.6
million in 1995 from $76.3 million in 1994. This increase was attributable
primarily to the following five factors: (i) the effect of a full year of
revenues from the seven businesses acquired in 1994, including the
Superior FCR landfill acquired in July 1994, as well as a partial year of
results from three businesses acquired in 1995; (ii) a significant
increase in the volumes and prices received for recyclable waste products,
primarily wastepaper; (iii) the opening of the Superior Emerald Park
landfill in November 1994; (iv) the impact of increased collection and
disposal volumes resulting from new municipal and commercial contracts;
and (v) price increases for the Company's environmental remediation and
wastewater biosolids project-related services resulting from its
implementation of an improved job costing system as part of the
Realignment. The effect of these increased revenue sources was partially
offset by the loss in 1995 of approximately $3.5 million of revenues
realized in 1994 by the Company's non-profitable Machesney Park and
Peshtigo collection operations, which were sold in December 1994 and
February 1995, respectively, as part of the Realignment. Approximately 36%
of the increase in revenues in 1995 was attributable to sales of
recyclable waste products. A majority of this amount was related to
increased volumes of recyclable waste products processed by the Company
and the remainder of the increase was related to increases in the weighted
average price received by the Company for recyclable wastepaper. Price
increases in 1995 for the Company's solid waste collection and disposal
services did not contribute materially to 1995 increased revenues.

Cost of Operations. Cost of operations increased $2.7 million to $49.1
million in 1995 from $46.4 million in 1994. The principal reasons for the
increase were additional products and services provided to new customers,
including the operation of new businesses acquired during 1994 and 1995,
and the costs associated with processing the increased volumes of
recyclable products. Cost of operations as a percentage of revenues im-
proved to 53.1% in 1995 from 60.9% in 1994. This improvement was the
result of (i) the sale of the Company's high-cost and non-profitable
Machesney Park and Peshtigo operations; (ii) cost controls initiated as
part of the Realignment, including the Company's full implementation of
its improved job costing system used to manage its project-based other
integrated waste services; (iii) a change in the mix of project-related
other integrated waste services to higher margin services; (iv) operating
improvements and cost efficiencies resulting from the Company's
"continuous improvement program" implemented as part of the Realignment;
and (v) improved economies of scale in the Company's collection operations
as a result of additional collection volumes from the tuck-in businesses
acquired in 1995 and new customer contracts.

SG&A. SG&A remained constant at $15.0 million in both 1995 and 1994,
and decreased as a percentage of revenues to 16.2% in 1995 from 19.7% in
1994. The percentage decline in SG&A was due to cost and workforce
reductions and operational consolidations initiated as part of the
Realignment.

Depreciation and Amortization. Depreciation and amortization increased
by $3.2 million to $12.7 million in 1995 from $9.5 million for the prior
year and, as a percentage of revenues, increased to 13.7% in 1995 from
12.4% in 1994. The principal reasons for the increases were the full year
effect of airspace depletion at the Superior Emerald Park and Superior FCR
landfill sites and the depreciation of the additional assets of businesses
acquired during 1994 and 1995.

Interest Expense. Interest expense increased $584,000 to $2.8 million
in 1995 from $2.2 million in 1994. Interest expense as a percentage of
revenues was 3.0% in 1995 compared to 2.9% in 1994. This increase was due
to higher interest rates paid by the Company on its outstanding
indebtedness, the allocation of interest expense to its discontinued
operations in 1994 and the capitalization of $332,000 of interest during
the 1994 construction phase of its Emerald Park landfill.

Income Taxes. The Company's effective tax rate decreased to 41.5% in
1995 compared to 44.5% in 1994. The decrease was primarily the result of
higher net income which reduced the impact of the non-deductible amortiza-
tion of intangibles related to businesses acquired.

1994 vs. 1993

Revenues. Revenues increased $9.0 million, or 13.4%, to $76.3 million
in 1994 from $67.3 million in 1993. This increase was attributable
primarily to the effect of a full year of operating the Superior Glacier
Ridge landfill and the four collection operations acquired during 1993 and
the acquisition of the following operations: (i) six solid waste
collection operations which were either integrated into existing
collection operations or which allowed the Company to enter into new
markets from which additional waste volumes could be directed to the
Company's landfills; (ii) landfill management contracts for two papermill
monofills and a county-owned municipal solid waste landfill; and (iii) the
Superior FCR landfill. These increases, totalling approximately $12.0
million, were partially offset by a $3.0 million decrease in environmental
remediation project-related revenues in 1994 from 1993, reflecting the
impact in 1993 of a large one-time soil remediation project completed that
year. Price increases in 1994 for the Company's services and products did
not contribute materially to 1994 increased revenues.

Cost of Operations. Cost of operations increased $7.1 million to $46.4
million in 1994 from $39.3 million in 1993 and increased as a percentage
of revenues to 60.8% in 1994 from 58.3% in 1993. The principal reasons for
the increases were costs associated with processing the waste streams of
businesses acquired during 1994 and 1993, the cost of operating these
businesses, as well as a lack of an effective job cost control system in
the Company's other integrated waste services group prior to the
Realignment.

SG&A. SG&A expenses increased $3.0 million to $15.1 million in 1994
from $12.1 million in 1993. As a percentage of revenues, SG&A increased to
19.7% in 1994 from 18.0% in 1993. These increases were due primarily to
continued expansion of the Company's corporate office and administrative
staff prior to the Realignment. The Company's administrative staff
continued to increase in size until the Company implemented the
Realignment in September 1994.

Depreciation and Amortization. Depreciation and amortization increased
$3.3 million to $9.5 million in 1994 from $6.2 million in 1993 and
increased as a percentage of revenues to 12.4% in 1994 from 9.2% in 1993.
The two principal reasons for the increases were (i) additional solid
waste collection equipment necessitated by higher collection volumes
which, in turn, increased volumes at the Company's disposal facilities
and, therefore, increased depletion costs and (ii) the acquisition of the
FCR landfill in July 1994.

Interest Expense. Interest expense increased $714,000 to $2.2 million
in 1994 from $1.5 million in 1993. The principal reason for the increase
in 1994 was a higher level of outstanding borrowings, which was partially
offset by lower overall interest rates on outstanding borrowings.

Income Taxes. The Company's effective tax rate increased in 1994 to
44.5% from 39.5% in 1993. The effective tax rate was higher in 1994 due
primarily to a lower amount of net income in 1994 which increased the
impact of the non-deductible amortization of intangibles related to
businesses acquired.

Liquidity and Capital Resources

General

In March 1996, the Company completed an initial public offering in
which it issued 3,532,500 shares of Common Stock (not including 550,000
shares of Common Stock sold by certain shareholders of the Company) at a
price of $11.50 per share. The $37.2 million of net proceeds to the
Company from this offering after deduction of underwriting discounts and
commissions and other offering expenses were used to reduce outstanding
debt by $17.1 million. The remainder of the net proceeds has been reserved
for general corporate purposes, including potential future acquisitions,
capital expenditures, and working capital. The Company's balance sheet at
March 31, 1996, reflects $18.9 million in cash and cash equivalents.
Pending specific application, the Company has invested the unused net
proceeds in short-term interest bearing securities.

Superior's principal strategy for future growth is through the
acquisition of additional solid waste disposal and collection operations.
Although there can be no assurance that the Company will be able to
complete successfully any such acquisitions, the Company intends to fund
any such future acquisitions in 1996 through the use of one or more of the
following: cash, issuance of capital stock, assumption of indebtedness,
future royalties, and/or contingent payments. The cash required to fund
any future acquisitions in 1996 will likely be provided from one or more
of the following sources: remaining proceeds from the Company's initial
public stock offering, cash flow from operations, and/or borrowings under
the Company's $50 million revolving credit facility (substantially all of
which is currently available).

The Company's working capital at December 31, 1995 was $4.7 million
compared to $12.8 million at December 31, 1994. Working capital at
March 31, 1996 was $24.8 million compared to $11.7 million at March 31,
1995. The Company's strategy in managing its working capital has been to
apply the cash generated from its operations which remains available after
satisfying its working capital and capital expenditure requirements to
reduce its indebtedness under its bank revolving credit facility and to
minimize its cash balances. The Company finances its working capital
requirements from internally generated funds, bank borrowings and
equipment lease financing from commercial credit companies. In addition to
internally generated funds, the Company has in place financing
arrangements to satisfy its currently anticipated working capital needs
for the remainder of 1996. The Company has an established revolving credit
facility with a bank group allowing the Company to borrow up to $50
million, including letters of credit. The revolving credit facility
requires the Company to maintain certain financial ratios and satisfy
other requirements, including a prohibition on the payment of cash
dividends. Availability under this facility is based on the Company's
liquidity, cash flow and leverage. Interest is payable monthly based on
the agent bank's base rate or quarterly based on a Eurodollar borrowing
rate, depending upon how advances are drawn, plus a margin. The weighted
average interest rate on outstanding borrowings under the facility was
9.0% at December 31, 1995. There was no outstanding debt under the
facility at March 31, 1996. The facility matures in August 1998.

Company Borrowings

At March 31, 1996, the Company had $4.0 million of long-term and
short-term borrowings outstanding and $1.3 million in letters of credit.
At March 31, 1996, the ratio of the Company's long-term debt to total
capitalization was 2.1% compared to 28.3% at December 31, 1995. The
reduction is attributable to the use of the net proceeds from the recent
public offering and net cash flow from operations applied to reduce
outstanding indebtedness.

At December 31, 1995, the Company had $23.4 million of long-term and
short-term borrowings outstanding and $1.3 million in letters of credit.
At December 31, 1995, largely as a result of the Realignment, the ratio of
the Company's long-term debt to total capitalization was 28.3% compared to
44.7% at December 31, 1994. As a result of the Realignment and the
Company's resulting improved operating performance and ratio of long-term
debt to total capitalization, in December 1995, the Company negotiated
more favorable terms and conditions, as well as more favorable borrowing
rates, under this facility. In the past, the Company has been able to
obtain other types of financing arrangements to fund its various capital
requirements. The Company believes it can readily access such additional
sources of financing as necessary to facilitate the Company's growth.

Capital Expenditures

Capital expenditures for the three months ended March 31, 1996 and the
three months ended March 31, 1995 were constant at $2.8 million. Capital
expenditures for 1996 are currently expected to be approximately $13.6
million compared to $11.6 million in 1995. The Company intends to fund
its planned 1996 capital expenditures principally through internally
generated funds and, to a lesser extent, equipment lease financing. In
addition, the Company also anticipates that it may require substantial
additional capital expenditures to facilitate its growth strategy of
acquiring additional solid waste collection and disposal businesses. If
the Company is successful in acquiring additional landfill disposal
facilities, the Company may also be required to make significant
expenditures to bring any such newly acquired disposal facilities into
compliance with applicable regulatory requirements, obtain permits for any
such newly acquired disposal facilities or expand the available disposal
capacity at any such newly acquired disposal facilities. The amount of
these expenditures cannot be determined as of March 31, 1996, since they
will depend on the nature and extent of any acquired landfill disposal
facilities, the condition of any facilities acquired and the permitting
status of any acquired sites.

The Company's reduced level of capital expenditures from $15.9
million in 1994 to $11.6 million in 1995 reflected the Company's actions
taken as part of the Realignment to improve asset utilization and
efficiency and its more focused approach to capital investment.

The Company also has material financial obligations relating to
closure and post-closure costs or remediation of disposal facilities it
operates or for which it is or may become responsible. While the precise
amounts of these future obligations cannot be determined, at March 31,
1996, the Company estimated the total costs (on a current dollar as opposed
to a discounted present value basis) to be approximately $32 million for
final closure of its operating facilities plus post closure monitoring
costs pursuant to applicable regulations (generally for a term of 30 to 40
years after final closure), as well as ongoing remediation. At March 31,
1996, the Company had accrued $20.7 million for such projected post-closure
costs. The Company will provide additional accruals based on engineering
estimates of consumption of permitted landfill airspace over the useful
lives of its landfills. At December 31, 1995, the Company satisfied its
financial assurance obligations to various regulatory agencies for
facilities closure and post-closure obligations, in Wisconsin, through an
environmental protection program underwritten by a large insurance carrier
and, in Minnesota, through the use of trust funds on deposit. Under the
environmental protection program, the insurance carrier guarantees the
Company's financial assurance obligations to the State of Wisconsin. The
Company pays an annual premium to the carrier, a substantial portion of
which is applied to a loss commutation fund which accumulates at a current
market rate of interest and is made available to the Company to fund its
final closure and long-term care costs.

Cash Flows From Operating Activities

Net cash provided by operations for the three months ended March 31,
1996 decreased to $3.6 million from $4.1 million in the three months ended
March 31, 1995. The decrease was primarily due to the change in accounts
payable and accrued expenses between March 31, 1995 and 1996. During the
first quarter of 1995, no tax payments were made reflecting the impact of
the net loss in 1994, however, during the first quarter of 1996, payments
of $1.6 million were made.

Net cash provided by operations in 1995 increased to $25.7 million
from $10.4 million during 1994. This increase in 1995 from the prior year
reflects (i) the $11.6 million increase in net income and (ii) the $800,-
000 increase in accounts payable resulting from improved cash management.
Depreciation and amortization, a noncash expense, increased $3.2 million
in 1995 from 1994. Net cash provided by operations in 1994 increased to
$10.4 million from $9.0 million, despite a net loss of $4.0 million.
Impacting this increase were the positive adjustments to reconcile the
Company's 1994 net loss to net cash provided by operations, including
particularly the $5.9 million noncash charge to net income for the
estimated loss on disposition of discontinued operations and the $2.5
million increase in depreciation and amortization, a noncash expense.

Cash Flows from Investing Activities

Net cash used in investing activities for the three months ended
March 31, 1996 increased to $3.9 million from $2.3 million in the three
months ended March 31, 1995. The increase was primarily due to $604,000
of payments under its environmental protection program and contributions
of funds held in trust to satisfy the Company's financial assurance
obligations to various regulatory agencies for landfill facility closure
and long-term care requirements and $600,000 of cash payments for
businesses acquired in the first quarter of 1996.

Net cash used in investing activities totalled $9.0 million for 1995
compared to $21.0 million in the prior year. This reduction in 1995 from
the prior year was caused principally by (i) the $4.4 million reduction in
the amount of capital expenditures for property and equipment resulting
from the Realignment; (ii) the $4.3 million in proceeds from the sale of
discontinued businesses and underperforming assets pursuant to the
Realignment; and (iii) the $3.7 million reduction in cash payments for
acquired business. Net cash used in investing activity totalled $21.0
million in 1994 compared to $24.4 million in 1993. The reduction in 1994
was caused principally by the $6.7 million reduction in cash used to
acquire businesses and landfills under development, which was partially
offset by a $3.6 million increase in purchases of property and equipment.

Cash Flows From Financing Activities

Net cash provided by financing activities in the three months ended
March 31, 1996 totaled $17.8 million, compared to net cash used in
financing activities of $2.0 million in the three months ended March 31,
1995, reflecting the receipt of $37.2 million in net proceeds from the
initial public offering of the Company's stock in March 1996, a
significant portion of which was used to reduce the Company's outstanding
debt.

Net cash used in financing activities for 1995 was $17.4 million,
compared to net cash provided by financing activities of $9.5 million for
1994. The difference between the 1995 and 1994 amounts was attributable to
the Company's reduced level of borrowings to $5.6 million in 1995 from
$20.5 million in 1994 and the Company's repayment of $23.0 million of debt
in 1995 compared to repayments of $11.0 million in 1994. These differences
were principally the result of the Company's higher level of net income,
the proceeds from its sale of underutilized assets and its reduced level
of capital expenditures. Net cash provided by financing activities in 1994
was $9.5 million compared to $17.5 million in 1993. The amount provided in
1993 was greater than in 1994 principally because the Company received
$14.2 million of net proceeds, reduced by $5.4 million of cash
distributions to shareholders, from its 1993 issuance of the Convertible
Preferred Stock.

Quarterly Results

The following table presents the Company's unaudited consolidated
quarterly results and the percentages of revenues represented by the
individual line items reflected in the Company's consolidated statements
of operations for each of the four quarters in the year ended December 31,
1995 and the quarter ended March 31, 1996. This information has been pre-
sented on the same basis as the Company's audited consolidated financial
statements appearing elsewhere in this Prospectus and, in the Company's
opinion, contains all necessary adjustments (consisting only of normal
recurring accruals) to present fairly the Company's unaudited quarterly
results when read in conjunction with the Company's audited consolidated
financial statements and notes thereto. These interim operating results,
however, are not necessarily indicative of the Company's results for any
future period.

<TABLE>
<CAPTION>
Three months ended
March 31, June 30, September 30, December 31, March 31,
1995 1995 1995 1995 1996
(dollars in thousands, except per share data)

<S> <C> <C> <C> <C> <C> <C> <> <C> <C> <C>
Revenues $ 20,341 100.0% $ 23,745 100.0% $ 25,076 100.0% $23,430 100.0% $22,315 100.0%
Cost of operations 11,259 55.4 12,277 51.7 12,719 50.7 12,878 55.0 12,378 55.4
Selling, general and
administrative expenses 3,643 17.9 3,556 15.0 3,886 15.5 3,928 16.8 4,060 18.2
Depreciation and
amortization 2,776 13.6 3,235 13.6 3,338 13.3 3,355 14.3 3,432 15.4
Operating income from
continuing operations 2,663 13.1 4,677 19.7 5,133 20.5 3,269 13.9 2,445 11.0
Interest expense (851) (4.2) (799) (3.4) (637) (2.5) (542) (2.3) (390) (1.8)
Other income (expense),
net 423 2.1 (59) (0.2) 93 0.3 153 0.7 268 1.2
Income from continuing
operations before
income taxes 2,235 11.0 3,819 16.1 4,589 18.3 2,880 12.3 2,323 10.4
Income taxes 944 4.6 1,577 6.6 1,886 7.5 1,202 5.1 958 4.3
----- ------ ------ ----- ----- ----- ------ ----- ----- -----
Income from continuing
operations 1,291 6.4 2,242 9.5 2,703 10.8 1,678 7.2 1,365 6.1
Income (loss) from
discontinued
operations, net of
income tax 5 - 12 - (138) (0.6) (208) (0.9) - -
------ ---- ------ ---- ------ ---- ----- ---- ----- ----
Net income $ 1,296 6.4% $ 2,254 9.5% $ 2,565 10.2% $ 1,470 6.3% $1,365 6.1%
===== ==== ====== ==== ====== ==== ===== ==== ===== ====

Earnings per share from
continuing operations $.09 $0.17 $0.20 $0.13 $ .10
===== ===== ===== ===== ====
Earnings per share $.09 $0.17 $0.19 $0.11 $ .10
===== ===== ===== ===== ====
</TABLE>

Seasonality

The Company's results of operations tend to vary seasonally, with the
first quarter of the year typically generating the least amount of
revenues, and with revenues higher in the second and third quarters,
followed by a decline in the fourth quarter. This seasonality reflects the
lower volume of waste, as well as decreased revenues from project-based
and other integrated waste services during the fall and winter months, as
well as the operating difficulties experienced during the protracted
periods of cold and inclement weather typically experienced during the
winter in the Upper Midwest. Also, certain operating and other fixed costs
remain relatively constant throughout the calendar year, resulting in a
similar seasonality of operating income.

Discontinued Operations

The Company's consolidated statements of operations for all years
ending prior to and on December 31, 1994 have been restated to reflect
separately the results of the operations which were discontinued as a
result of the Realignment. These results, as well as certain data related
thereto affecting 1995, consisted of the following:

December 31,
1993 1994 1995
(in thousands)

Revenues $6,408 $ 7,271 $ -
Interest allocated 346 295 -
Income (loss) before income taxes 93 (1,064) -
Income tax expense (benefit) 37 (371) -
Income (loss) from discontinued
operations, net of tax 56 (693) -

Estimated loss on disposition of
discontinued operations, net of tax - (5,042) (329)
----- ------ ------
Income (loss) on discontinued operations $ 56 $(5,735) $(329)
===== ====== ======

The estimated loss on disposition of discontinued operations for 1994
included $4.6 million of estimated losses on disposition, net of income
taxes of $1.3 million, $392,000 of operating losses from these operations
incurred in the fourth quarter of 1994, and an estimate of losses through
the expected date of disposition, net of income taxes of $209,000. The
estimated loss on disposition of the discontinued operations for the year
ended December 31, 1995, was $329,000, net of a tax benefit of $220,000,
resulting from a change in estimates regarding the realizable value of
assets held for sale and additional operating losses through the date of
disposition. The Company does not currently anticipate any significant
increase in its estimate of losses on disposition. See Note 3 of Notes
to Consolidated Financial Statements.

BUSINESS

Introduction

Superior is a regional integrated solid waste services company
providing solid waste collection, transfer, recycling and disposal
services to customers primarily in Wisconsin and also in parts of
Minnesota, Illinois, Michigan and Iowa. Superior was formed in July 1992
to consolidate three groups of independent waste services companies, each
of which had operated for over 25 years. The Company believes it is the
second largest provider of solid waste services in Wisconsin based on its
estimates of competitive collection and disposal revenues. The Company
serves over 200,000 residential, commercial and industrial customers.
Superior's solid waste operations consist of five Company-owned solid waste
landfills, three managed third party landfills, 21 solid waste collection
operations, ten recycling facilities and six solid waste transfer stations.

Industry Overview

The United States non-hazardous solid waste collection and disposal
industry generated estimated revenues of approximately $32 billion in
1994. It is estimated that one-third of the solid waste industry revenue
is accounted for by approximately 6,000 private, predominately small,
collection and disposal businesses; one-third by municipal governments
that provide collection and disposal services; and the remainder by
publicly-traded solid waste companies.

In recent years, the solid waste collection and disposal industry has
undergone a period of significant consolidation and integration. The
Company believes that this consolidation and integration has been caused
primarily by three factors: (i) increasingly stringent environmental
regulation and enforcement resulting in increased capital requirements;
(ii) the inability of many smaller operators to achieve the economies of
scale necessary to compete effectively with large integrated solid waste
service providers; and (iii) the evolution of an industry competitive
model which emphasizes providing both collection and disposal/recycling
capabilities. Despite the considerable consolidation and integration that
has occurred in the solid waste industry in recent years, the Company
believes the industry remains primarily regional in nature and highly
fragmented.

The increasingly stringent industry regulations, such as the Subtitle
D Regulations, have resulted in rising costs. Many of the smaller industry
participants have found these costs difficult, if not impossible, to bear.
Additionally, the required permits for landfill development, expansion or
construction have become increasingly more difficult to acquire.
Consequently, many smaller, independent operators have decided to either
close their operations or sell them to larger operators.

Increasing economies of scale in the solid waste collection and
disposal industry have the benefit of allowing larger integrated companies
to compete more effectively and to comply more effectively with the in-
creasing industry regulatory requirements. The high fixed costs of
landfill assets and the associated profitability of each incremental ton
of disposal waste has led to the development of high volume, regional
landfills. For example, according to industry data, the number of
landfills in Wisconsin decreased from approximately 2,000 in 1970 to 1,009
in 1985 and 51 in 1995, while landfill capacity in Wisconsin has increased
from 90 million cubic yards in 1993 to 100 million cubic yards in 1994 (of
which increase approximately 33% was attributable to the opening of the
Company's Emerald Park landfill in 1994). The economies of scale
associated with larger regional landfills allow them to compete more
effectively against smaller, local landfills.

Many remaining operators have attempted to become more efficient by
establishing an integrated network of solid waste collection operations
and transfer stations through which they secure captive solid waste
streams for internal disposal into their own landfills. Some
municipalities have not been able to operate efficiently enough to compete
with these integrated operators and have chosen to discontinue their
collection and/or disposal operations and have contracted the management
of their solid waste services with private concerns, such as the Company.

There is an increasing trend at the state and local levels to mandate
waste reduction at the source and to prohibit the disposal of certain
types of wastes, such as yard wastes and recyclable materials, at
landfills. For example, the State of Wisconsin in 1993 prohibited the
landfill disposal of certain yard wastes and recyclable materials and,
effective January 1, 1995, prohibited the landfill disposal of certain
plastic, aluminum, glass and steel containers, newsprint, magazines and
certain other items. The Company believes that these trends and laws have
created significant opportunities for fully integrated solid waste
companies to provide additional recycling services to generators of solid
waste who are not otherwise able to dispose of such waste.

Strategy

Expansion Through Acquisitions. The Company intends to continue to
expand through acquisitions by (i) increasing its revenues and operational
and administrative efficiencies through "tuck-in" and other acquisitions
of profitable solid waste collection operations in its existing markets
and (ii) expanding into adjacent and new markets by pursuing principally a
"hub and spoke" acquisition strategy. The Company has established a
targeted internal rate of return on investment and pricing parameters
which it uses to evaluate potential acquisitions. The Company's current
strategic plan does not include acquiring businesses other than solid
waste operations.

The Company believes additional "tuck-in" acquisition opportunities
exist within its current Wisconsin markets to allow the Company to further
improve its market penetration and density. A "tuck-in" acquisition refers
to an acquisition in which the Company acquires a solid waste collection
company and fully integrates it into the operations of one of the
Company's existing collection operations.

To enter a new market, the Company will emphasize a "hub and spoke"
acquisition strategy, involving the acquisition of profitable solid waste
landfills in its targeted new markets followed by the acquisition of
nearby profitable solid waste collection and transfer station operations
in order to secure a captive waste stream for internal disposal into the
acquired landfill. The Company may also acquire solid waste collection
operations in new market areas in which it does not own a landfill or
transfer station, if there are sufficient disposal alternatives to ensure
competitive disposal pricing.

Internal Growth. Superior believes its internal growth will come from
additional sales penetration in several of its current and adjacent
markets, marketing additional services to existing customers, including
particularly recycling services, and selective price adjustments. The
Company believes there is significant opportunity to increase its market
share in several urban areas in Southeastern and Eastern Wisconsin. The
Company has a sales force dedicated to increasing the Company's sales to
new and existing commercial, industrial and municipal customers. A
principal component of the Company's internal growth strategy is to become
the sole-provider of solid waste services to its customers, including
solid waste, other integrated waste and recycling services. See, however,
"Risk Factors-Competition."

An integral part of the Company's internal growth strategy is to
establish new transfer stations within a 50-mile radius of its existing
landfills to increase its collection and transportation efficiencies and
improve the Company's internalization of collected solid waste. The
Company plans to expand into contiguous markets through the opening of
additional transfer stations in 1996.

Operating Improvement. As part of the Realignment, the Company
implemented programs and benchmarking systems designed to improve the
operational productivity, administrative efficiency and profitability of
its operations through improved collection and disposal routing
efficiency, equipment utilization, cost controls, employee training and
safety. The Company's benchmarking system establishes and tracks key
statistical measurement criteria for its collection, transfer and disposal
operations to facilitate improvement in each operation's profitability.
The Company has also implemented an improved job-costing system designed
to enhance the profitability of its project-based other integrated waste
services through improved pricing and more efficient utilization of assets
and personnel. See, however, "Risk Factors-Limited Operating History;
Ability to Manage Future Growth."

Acquisition Program

Superior's principal strategy for future growth is through the
acquisition of additional solid waste disposal and collection operations.
The Company is primarily focused on expanding the geographic scope and
residential and commercial/industrial customer base of its solid waste
collection and disposal operations. The Company believes that its
reputation, strategy, culture and focus make it an attractive buyer to
certain acquisition candidates. The Company's area Operating Vice
Presidents, its area Market Development Managers, as well as the Chief
Executive Officer and the Chairman of the Board, focus a substantial
part or all of their time on identifying acquisition candidates and
consummating acquisitions.

The profiles of acquired companies must fit strategically into the
Company's overall plan for growth within its targeted markets. In
determining whether to proceed with a business acquisition, the Company
evaluates a number of factors, including: (i) the acquisition candidate's
historical and projected financial results; (ii) the purchase price
requested by the acquisition candidate and the Company's expected resultant
internal rate of return on investment and the expected impact on the
Company's earnings per share; (iii) the experience, reputation and
personality of the acquisition candidate's management and the candidate's
customer service reputation and relationships with the local communities;
(iv) the composition and size of the candidate's customer base; (v)
whether the candidate will augment or increase the Company's market share
or help protect existing market share; (vi) any expected synergistic
effects with one or more of the Company's existing operations; (vii)
whether the candidate will enhance or expand the Company's geographic
market area and will allow the Company to effect other acquisitions in the
vicinity; (viii) the types of services provided by the candidate; and (ix)
whether the candidate has definable and controllable liabilities.

Prior to acquiring a business, Superior performs extensive
environmental, operational, engineering, legal, human resource and
financial due diligence. All acquisitions are subject to initial
evaluation and approval by the Company's management before being
recommended to the Acquisition Committee of the Board of Directors, which
is comprised of both independent directors and management members. All
material acquisitions are subject to final Board of Directors approval.
See "Management - Board Committees."

The Company has an established integration procedure for newly
acquired companies designed to effect a prompt and efficient integration of
the acquired business and minimize disruption to the on-going business of
both Superior and the acquired company. Once a solid waste collection
operation is acquired, programs designed to improve collection and disposal
routing, equipment utilization, employee productivity, operating
efficiencies and overall profitability are implemented. To improve an
acquired business' operational productivity, administrative efficiency and
profitability, the Company applies the same benchmarking programs and systems
to the acquired business as are employed at its existing operations. See
"-Strategy; Operating Improvement" above. The Company also solicits new
commercial, industrial and residential customers in areas surrounding
acquired collection markets as a means of further improving operating
efficiencies and increasing the volumes of solid waste collected by the
acquired operation. The Company typically attempts to retain the acquired
company's management and key employees and decentralized operations, while
consolidating administrative and management information systems through
the Company's corporate offices.

The following table sets forth the Company's significant acquisitions
completed and retained since completion of the Consolidation in February
1993 through June 1, 1996:

<TABLE>
<CAPTION>
Company Date acquired Principal business Location Market area

<S> <C> <C> <C> <C>
Hechimovich Sanitary March 1993 Solid waste Mayville, WI and Eastern
Landfill, Inc. (Superior collection, transfer West Bend, WI Wisconsin
Glacier Ridge Landfill) and landfill

Laidlaw Waste Systems, March 1993 Solid waste Delafield, WI Southeastern
Inc.-Delafield, WI collection Wisconsin
Division

Expert Disposal Service, Inc. April 1993 Solid waste Hartland, WI Southeastern
collection Wisconsin

J&S Dredging and J&S Liquid May 1993 Biosolids collection Arpin, WI Central
Systems, Inc. Wisconsin

Reliable Rubbish, Inc. November 1993 Solid waste Fond du Lac, WI Eastern
collection Wisconsin

Emerald Park, Inc. (Superior November 1993 Solid waste Muskego, WI Eastern
Emerald Park Landfill) landfill Wisconsin

Midway Transport, Inc. December 1993 Third party landfill Portage County, Northcentral
management WI, Brokaw, WI Wisconsin and
and Quinnesec, Upper
MI Peninsula of
Michigan

Economy Disposal January 1994 Solid waste Wisconsin Central
collection Rapids, WI Wisconsin

American Waste & Recycling April 1994 Solid waste Sheboygan, WI Eastern
Systems, Inc. collection Wisconsin

J.P. Funk Trucking, Inc. May 1994 Solid waste Waukesha, WI Southeastern
collection Wisconsin

Ploeckelman Trucking, Inc. May 1994 Solid waste Brookfield, WI Southeastern
collection Wisconsin

Wiederholt Transfer, Inc. May 1994 Solid waste Cuba City, WI Southwestern
collection, transfer Wisconsin
and recycling

Forest City Road Landfill, July 1994 Solid waste landfill Buffalo, MN Minneapolis-
Inc. (Superior FCR St. Paul,
Landfill) Minnesota

Ray Schreiber Disposal Co. September 1994 Solid waste Elgin, IL Northern
collection Illinois

Vande Kolk Sanitation January 1995 Solid waste Waupun, WI Central
collection Wisconsin

Remus Sanitation January 1995 Solid waste Waupun, WI Central
collection Wisconsin

Manitowoc Disposal, June 1995 Solid waste Manitowoc, WI Northeastern
Inc./Lakeshore Recycling collection and Algoma, WI Wisconsin
& Disposal

Mastalir Services, Inc. October 1995 Solid waste Kewaunee, WI Northeastern
collection Wisconsin

Wittstock Services, Inc. March 1996 Solid waste collection Dubuque, IA Northeast Iowa

Arrow Disposal Service, Inc. March 1996 Solid waste collection Mequon, WI Southeastern
Wisconsin

Tom Kraemer Sanitation, Inc. June 1996 Solid waste collection St. Cloud, MN Central Minnesota

DC Refuse Service & Recycling, June 1996 Solid waste collection Sturgeon Bay, Northeastern
Inc. WI Wisconsin

</TABLE>

Current Operations

Introduction

The Company provides the following integrated waste services from its
operating facilities in Wisconsin, Minnesota, Northeast Iowa, Northern
Illinois and the Upper Peninsula of Michigan:

- Solid waste collection and transfer
- Recycling services
- Solid waste landfill disposal
- Management of third party landfills
- Other integrated waste services

The Company operates solid waste collection operations, solid waste
transfer stations, recycling facilities, Company-owned solid waste
landfills and managed third party landfills. The Company also provides
other integrated waste services, most of which are project-based and many
provide additional waste volumes to the Company's landfills and recycling
facilities. These other integrated waste services include the remediation
and disposal of contaminated soils and similar materials; wastewater
biosolids management; full container consumer product recycling; and
temporary storage and transportation of special and hazardous waste,
including household hazardous waste. Solid waste services have been and
will remain the Company's core business.

Most of the Company's revenues are derived within the State of
Wisconsin. Wisconsin's environmental regulatory climate can be
characterized as rigorous, with broad public and political support for
environmental protection and mandatory recycling laws. Wisconsin was among
the first states to adopt a state counterpart to the Subtitle D
Regulations and has enacted additional laws of relatively broad scope
which restrict the types of waste that can be accepted by Wisconsin
landfills and which require the recycling of a number of waste streams.
The Company believes it has adapted to these operating conditions
successfully through a combination of (i) modified collection and landfill
operating practices; (ii) development of commercial recycling and waste
processing facilities; (iii) utilization of specialized collection
vehicles; and (iv) the introduction of new services which assist customers
in their own efforts to comply with environmental and waste management
regulations. The Company believes its experience operating under these
conditions in Wisconsin may provide it with a competitive advantage as it
enters into other states where environmental regulations are becoming more
stringent and where incumbent competitors may have difficulty adapting to
more restrictive operating conditions. See, however, "Risk Factors-
Competition" and "-Geographic Concentration."

Solid Waste Collection and Transfer

The Company provides solid waste collection services to over 200,000
residential, commercial and industrial customers. The Company's collection
operations are conducted generally within a 50-mile radius from its
landfills or transfer stations. The Company contracts with local
generators of solid waste and directs the waste to either its own landfill
for disposal; to a third-party landfill; or, for additional handling at one
of its transfer stations or recycling facilities. After compacting and/or
separating at a transfer station, the Company directs the waste to either
its own landfill or a third party landfill. During 1995, approximately 83%
of the solid waste collected by the Company was delivered for disposal at
its own landfills. Solid waste collection and transfer services accounted
for approximately 48% of the Company's revenues for 1995, including
revenues from disposal services provided to customers of the Company's
collection and transfer units.

The Company's commercial and industrial collection services are
generally performed under one-year to three-year service agreements, and
fees are determined by such factors as collection frequency, type of
equipment and containers furnished, the type, volume and weight of the
waste collected, the distance to the disposal or processing facility and
the cost of disposal or processing. The Company's commercial and
industrial customers generally utilize portable containers that
temporarily hold solid waste, thereby enabling the Company to service many
customers with fewer collection vehicles. Commercial and industrial
collection vehicles normally need only one employee for operation. The
portable containers range from two to 40 cubic yards in size and are
provided by the Company. Stationary containers that compact waste prior to
collection may also be installed on the premises of large volume
customers.

Substantially all of the Company's municipal solid waste collection
services are performed under contracts with municipalities. These
contracts grant the Company exclusive rights to service all or a portion
of the residential homes in a specified community or provide a central
repository for residential waste drop-off. The Company had over 200
municipal contracts in place as of March 31, 1996. No single municipal
contract is individually material to the Company's results of operations.
Municipal contracts in the Company's market areas are typically awarded,
at least initially, on a competitive bid basis and usually range in
duration from one to three years. Fees are based primarily on the
frequency and type of service, the distance to the disposal or processing
facility and the cost of disposal or processing. Municipal collection fees
are usually paid either by the municipalities from tax revenues or through
direct service charges to the residents receiving the service. The Company
also provides subscription residential collection services directly to
households. See "Risk Factors-Competition."

The Company's transfer stations receive solid waste collected
primarily from its various collection operations, compact the waste and
transfer the waste to larger Company-owned vehicles for transport to land-
fills. This procedure reduces the Company's costs by improving its
utilization of collection personnel and equipment. Approximately 23% of
the solid waste accepted for transfer at the Company's transfer stations
in 1995 was from third parties. The Company believes that each of its
transfer stations has obtained all necessary permits and has been operated
in compliance in all material respects with applicable environmental
regulations. See, however, "Risk Factors-Government Regulation." The
Company plans to expand into contiguous markets through the opening of
additional transfer stations in 1996.

Recycling Services

Providing recycling services to customers is a principal component of
the Company's internal growth plan. Recycling involves the removal of
reusable materials from the waste stream for processing and sale in
various applications. The Company believes that recycling will continue to
be an increasingly important component of most major markets' solid waste
management plans as a result of the public's increasing environmental
awareness and expanding regulations mandating or encouraging waste
recycling. For example, the State of Wisconsin in 1993 prohibited the
landfill disposal of certain yard wastes and recyclable materials and,
effective January 1, 1995, prohibited the landfill disposal of certain
plastic, aluminum, glass and steel containers, newsprint, magazines and
certain other items.

The Company operates recycling facilities as part of its collection
and transfer operations at which it processes, sorts and recycles paper
products, certain plastics, glass, aluminum and tin cans and certain other
items. The Company also operates a wood pallet recycling operation at its
Fort Atkinson collection facility and curbside residential recycling
programs in connection with its residential collection operations in most
communities. As described below under "Other Integrated Waste Services,"
the Company also provides full container consumer product recycling
services. The Company believes that each of its recycling facilities has
obtained all necessary permits and has been operated in compliance in all
material respects with applicable environmental regulations. See, however,
"Risk Factors-Government Regulation."

The Company attempts to resell recycled waste products in the most
commercially reasonable manner practicable and to pass on contractually a
portion of the commodity pricing risk to its commercial and industrial
clients. In April 1995, the Company entered into a five-year wastepaper
purchase agreement with a national paper company pursuant to which the
paper company agreed to purchase certain grades of recyclable wastepaper
from the Company at above-market prices, subject to certain minimum floor
resale pricing assurances. Under the terms of this agreement, the Company
has the ability to sell up to all, but not less than 50%, of its supply of
certain grades of recyclable wastepaper to such company. The Company
believes these protections help mitigate some of the variability
associated with the resale of its collected and recyclable wastepaper.
Revenues from the collection, processing and sale of recyclable waste
products accounted for approximately 15% of the Company's revenues in
1995. Revenues from recycling services for 1995 increased substantially
compared to 1994 because of higher volumes of materials recycled as a
result of Wisconsin's January 1, 1995 prohibition on the landfill disposal
of certain recyclable materials and increased prices received for
recyclable wastepaper. There can be no assurance that the Company's manner
in which it prices its recycling services or markets its recyclable waste
commodities will prove to be a successful strategy. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations-
Results of Operations; Certain Material Events and Trends" and "Risk
Factors-Commodity Risk Upon Resale of Recyclables."

Solid Waste Landfill Disposal

The Company owns and operates solid waste landfills in Wisconsin and
Minnesota. All of the Company's landfills include leachate collection
systems, groundwater monitoring systems and active methane gas extraction
and recovery systems. The Company's landfill facilities are designed and
operated to meet federal, state and local regulations in all material
respects and the Company believes each of its landfill sites meets or
exceeds current applicable state and federal Subtitle D Regulations in all
material respects. See, however, "Risk Factors-Government Regulation."
None of the Company's landfills is permitted to accept hazardous waste or
is subject to disposal volume limitations, other than relating to the
landfill's respective permitted capacity or hours of operation. In 1995,
approximately 54% of the solid waste disposed of at the Company's
landfills was delivered by the Company. Other customers are charged
"tipping fees" based on the amount and type of solid waste deposited. The
Company operates licensed bioremediation facilities at several of its
landfills where the concentrations of volatile organic compounds in
contaminated soils are reduced through microbial activities enhanced by
pumping air through the soils. The bioremediated soils are then reused as
cover material at the Company's landfills. Revenues from landfill disposal
operations accounted for approximately 16% of the Company's revenues in
1995, and does not include revenues from disposal services provided to
customers of the Company's collection, transfer and other integrated waste
services units.

The following table provides certain information with respect to
Superior's five owned and operated landfills as of March 31, 1996:

Approximate
Date Date Permitted Total
Landfill Name and Location Acquired Opened Acreage(1) Acreage (1)

Superior Cranberry Creek
landfill, Wisconsin
Rapids, WI (Central
Wisconsin) * 1986 34.2 1,060

Superior Valley Meadows
landfill, Fort Atkinson,
WI (Southeastern
Wisconsin) * 1979 29.0 600(2)

Superior Glacier Ridge
landfill, Mayville, WI
(Eastern Wisconsin) March 1993 1986 44.0 560

Superior Emerald Park
landfill, Muskego, WI
(Milwaukee metropolitan November
area) 1993 1994 35.0 300

Superior FCR landfill,
Buffalo, MN (Minneapolis
metropolitan area) July 1994 1965 14.5 200(3)
_______________

* Acquired as part of the Consolidation.

(1) Permitted acreage represents the portion of the total acreage on
which disposal cells have been constructed (including any that may
have been filled or capped) or may be constructed based upon an
approval issued by the regulatory agency generally authorizing the
development of a landfill on the acreage. The portion of total
acreage that is not currently permitted is not available for waste
disposal.

(2) Does not include approximately 80 acres currently subject to
acquisition by the Company upon exercise of a purchase option.

(3) Does not include approximately 40 acres currently subject to
acquisition by the Company upon exercise of a purchase option.

Superior Cranberry Creek Landfill. The Superior Cranberry Creek
landfill is located northwest of Wisconsin Rapids, Wisconsin (Central
Wisconsin). As of March 31, 1996, this landfill had approximately
1.5 million cubic yards of estimated remaining disposal capacity
available, including 1.4 million cubic yards of disposal capacity under a
vertical expansion which recently received final regulatory approval. For
any vertical expansion, a royalty amount of $2.00 per cubic yard, less
associated expenses, is payable to the landfill's former owners. For any
horizontal expansion, a royalty amount of $0.40 per cubic yard, less
associates expenses, is payable to the former owners, subject to a maximum
of $2.0 million.

Superior Valley Meadows Landfill. The Superior Valley Meadows
landfill is located south of Fort Atkinson, Wisconsin (50 miles southwest
of Milwaukee). As of March 31, 1996, this landfill had approximately
390,000 cubic yards of estimated remaining disposal capacity available. In
November 1995, the Company filed its initial site report to add an
additional 10.4 million cubic yards of horizontal expansion capacity
adjacent to the current landfill. In March 1996, the Company filed a
feasibility report in connection with the proposed expansion. Pursuant to
the Consolidation Agreement, the Company is obligated to make cash royalty
payments to the landfill's former owners for permitted expansions of the
landfill. For any vertical expansion, a royalty amount of $2.00 per cubic
yard, less associated expenses, is payable to the former owners. For any
horizontal expansion, a royalty amount of $0.40 per cubic yard, less
associated expenses, is payable to the former owners, subject to a maximum
of $2.0 million.

Superior Glacier Ridge Landfill. The Superior Glacier Ridge landfill
is located south of Mayville, Wisconsin (40 miles northwest of Milwaukee).
As of March 31, 1996, the Superior Glacier Ridge landfill had
approximately 1.7 million cubic yards of estimated remaining disposal
capacity available. In March 1994, the Company initiated horizontal and
vertical expansion plans which would add approximately 2.3 million cubic
yards of additional disposal capacity. No royalty payments to the
landfill's former owners are payable in connection with this expansion;
however, any horizontal expansion into the adjacent 120-acre parcel of
property acquired by the Company in 1993 will require the Company to pay
to the property's former owner a royalty amount of $0.50 per cubic yard of
permitted expansion, less land acquisition costs if the permitted
expansion is less than 2.75 million cubic yards, up to a maximum of $1.0
million. The Superior Glacier Ridge landfill property also contains a
licensed construction and demolition waste disposal landfill which is
permitted to accept not more than a total of 20,000 cubic yards. It is
expected that this construction and demolition waste disposal landfill
will close in late 1996.

Superior Emerald Park Landfill. The Superior Emerald Park landfill,
which was newly opened in November 1994, is located in Muskego, Wisconsin
(15 miles southwest of Milwaukee). As of March 31, 1996, this landfill had
approximately 3.0 million cubic yards of estimated remaining disposal
capacity available. In September 1995, the Company initiated the
permitting process for an estimated 20.0 million cubic yard vertical and
horizontal expansion at this landfill. The Company is obligated to make
royalty payments of $0.40 per cubic yard of permitted expanded capacity,
less associated expenses, to the former owners of this landfill. Certain of
such royalty payments are payable in shares of Common Stock.

Superior FCR Landfill. The Superior FCR landfill is located in
Buffalo, Minnesota (50 miles northwest of Minneapolis). As of March 31,
1996, the landfill had approximately 470,000 cubic yards of estimated re-
maining disposal capacity available. In January 1995, the Company began
the state and local processes for permitting a 650,000 cubic yard vertical
expansion. The Company expects this process to be completed in 1996. In
connection with this expansion, the Company is obligated to make royalty
payments to the landfill's former owners of $0.80 per cubic yard of
permitted expansion, less associated expenses, plus royalty payments
equalling approximately 5% of the gross revenues generated from the
expanded capacity. The Company is also obligated to make additional
royalty payments to the landfill's former owners for other additional
potential future horizontal expansions.

All of these potential landfill expansion plans are in varying stages
of planning and development. The permitting process is lengthy, difficult
and expensive, and is often subject to substantial uncertainty and there
can be no assurance that any such permits will be granted. Often, even
when permits are granted, they are not granted until the landfill's
remaining capacity is very low. The Company currently expects to receive
regulatory approvals for each of the aforementioned landfill expansions
prior to the utilization of each landfill's respective remaining capacity
at various times over the next five years, although the Company cannot
predict with certainty if and when such approvals may actually be granted
or any conditions upon which such approvals may be subject. There can be
no assurance that the Company will be able to successfully add additional
disposal capacity when needed or, if added, that such capacity can be
added on satisfactory terms or at its landfills where expansion is most
immediately needed. If the Company is not able to add additional disposal
capacity when and where needed, it will need to obtain additional disposal
capacity or dispose of its collected waste at landfills owned by others.
Such a circumstance could have a material adverse effect on the Company's
results of operation and financial condition. See "Risk Factors-
Restrictions on Landfill Expansion."

Management of Third Party Landfills

As of March 31, 1996, the Company managed two biosolid captive
monofills owned by large paper companies and one county-owned municipal
solid waste landfill. A monofill is a landfill which only accepts one type
of waste. One of the monofills is located in Brokaw, Wisconsin and is
managed under a two-year waste hauling and landfill operation agreement
that expires in May 1998. The other monofill is located in Quinnesec,
Michigan and is managed under an agreement which expires in July 1996. The
Company is currently in the process of negotiating a three-year extension
of this agreement. The Company also operates the Portage County municipal
solid waste landfill in Central Wisconsin under an agreement that expires
in December 1997. These management contracts are not individually or in
the aggregate material to the Company's results of operations.

Other Integrated Waste Services

In order to provide integrated solid waste services to a wide range
of customers, Superior provides a variety of other integrated waste
services, most of which are project-based and many provide additional
waste volumes to the Company's landfills and recycling facilities. These
services include the remediation and disposal of contaminated soils and
similar materials; wastewater biosolids management; full container
consumer product recycling; and temporary storage and transportation of
special and hazardous waste, including household hazardous waste. Revenues
from these other integrated waste services constituted approximately 21%
of the Company's revenues in 1995.

The Company's project-based remediation services involve the removal
and transportation of contaminated soil from environmental remediation
projects for disposal at the Company's landfills in compliance with
applicable regulations. The Company also provides value-added services to
bioremediate contaminated soils at its landfills prior to final disposal.
After excavation, the Company uses nutrients and micro-organisms to
naturally remove or reduce contaminants from contaminated soil before
disposing of the remediated soils in its landfills or using the remediated
soils in landfill construction. The Company's environmental field
services, which are provided principally to industrial clients in
Wisconsin, include the containment and cleanup of actual and threatened
releases of hazardous materials into the environment on both a planned and
an emergency response basis. These services include cleanout of wastewater
treatment tanks, cleanup of abandoned oil recycling facilities, cleanup
and demolition of manufacturing facilities and removal and remediation of
underground storage tanks. The Company is the primary standby provider of
environmental emergency spill response services to the WDNR in Eastern and

Central Wisconsin.

The Company's wastewater biosolids operations consist principally of
the removal, transportation, storage and beneficial reuse through land
application of industrial and municipal nonhazardous wastewater biosolids.
The Company contracts with municipalities, paper mills and food processing
plants to remove, transport and dispose of both municipal and industrial
wastewater biosolids. In most cases, municipalities or industrial
processors have on-site wastewater treatment facilities which pretreat and
concentrate biosolid wastes prior to removal and reuse. In other cases,
the Company will transport a generator's wastewater biosolids from holding
tanks or lagoons to a third party wastewater treatment facility. Land
application is generally limited by state regulations to six months out of
the year in Wisconsin. Consequently, the Company built a 1 million gallon
permitted wastewater biosolid storage tank in which it stores certain
liquid and biosolid wastes until they can be land applied during the
spring and fall.

The Company operates a full container consumer products recycling
facility at its Fort Atkinson, Wisconsin location. This operation
separates and removes off-specification food and other nonconforming
consumer products from their containers; crushes, cleans, collects and
resells the recyclable containers; and collects, stores and reuses the
liquid and solid contents of the food or other products as organic
fertilizer.

The Company provides nonhazardous "special" waste and hazardous waste
(including household hazardous waste) services, transportation and
temporary storage services to industrial clients principally in Wisconsin.
Nonhazardous special waste is solid waste that generally is not allowed to
be landfilled because it contains excess liquids or is otherwise desired
by the client to be specially handled and manifested for record keeping
purposes. The Company provides its hazardous waste services principally
from its TSF located in Port Washington, Wisconsin (approximately 25 miles
north of Milwaukee). Hazardous waste collected by the Company is
transported to third party treatment or disposal facilities which have
been selected by the customer in virtually all cases. The Company does not
take title to, or perform any treatment services on, collected hazardous
waste nor does it handle or accept radioactive wastes, explosives, certain
poisons, certain PCBs and certain other types of hazardous wastes. The
Company does not own or operate, or intend to own or operate, a hazardous
waste disposal facility. Revenues from hazardous waste transportation and
temporary storage services accounted for less than 5% of the Company's
revenues in 1995.

Marketing and Sales

Superior markets its services principally through its facility
general managers and direct sales representatives under the direction of
area sales managers. The Company also obtains new customers from referral
sources, reputation and local market print advertising.

The Company's sales representatives visit customers on a regular
basis and each sales representative calls upon potential new customers
within a specified territory or service area, including new market areas
not currently being served by the Company. The Company emphasizes
providing quality services and customer satisfaction and retention, and
believes that its focus on quality service will help it to retain existing
and attract additional customers. Maintenance of a local presence and
identity is another important aspect of the Company's marketing plan for
its various operations. Many of the Company's managers are involved in
local governmental, civic and business organizations.

The Company has developed and is implementing a solid waste sales
program which calls for additional sales coverage of key urban markets
under the direction of area sales managers and facility general managers.
This sales program is focused on improving market density. The Company
also intends to continue emphasizing the development of preferred provider
relationships with industrial and commercial customers, thereby helping it
to secure a greater proportion of such customers' various waste streams.
To further facilitate internal sales growth, the Company's solid waste
sales program also contains a specific customer retention plan. The Compa-
ny's sales representatives also market the Company's landfill disposal
services to generators of contaminated soil. The Company seeks to maintain
a local identity and image and a high degree of involvement in each
community in which it operates.

The Company has a diverse customer base, with no single customer
accounting for more than 3% of the Company's revenues in 1995. The Company
does not believe that the loss of any single customer would have a
material adverse effect on the Company's results of operation.

Competition

The solid waste management industry is highly competitive, very
fragmented and requires substantial labor and capital resources. Intense
competition exists within the industry not only for collection,
transportation and disposal volume, but also for acquisition candidates.
The industry is currently dominated by four large national waste
companies, WMX Technologies, Inc., Browning-Ferris Industries, Inc.
("BFI"), Laidlaw Waste Systems, Inc. ("Laidlaw") and USA Waste Services,
Inc. The Company also competes with a number of regional and local
companies. There can be no assurance that the Company can compete
successfully against these companies. See "Risk Factors-Competition."

Superior competes for landfill disposal business primarily on the
basis of disposal fees, geographical location and quality of operations.
The Company's ability to obtain landfill disposal volume may be limited by
the fact that some major collection companies also own or operate their
own landfills in the Company's market areas, to which they send their
waste. The Company also competes, to a lesser extent, with certain
municipalities that maintain their own solid waste disposal operations.
These municipalities may have certain advantages over the Company in
financing their operations due to the availability of tax revenues and
tax-exempt financing and there can be no assurance that the Company can
compete successfully against such municipalities.

The Company competes for collection and recycling accounts primarily
on the basis of price and quality of its services. From time to time,
competitors may reduce the price of their services in an effort to expand
market share or to win a competitively bid municipal contract. These
practices may also lead to reduced pricing for the Company's services or
the loss of business. The Company provides substantially all of its
residential collection services under municipal contracts. As is generally
the case in the industry, these contracts are subject to periodic
competitive bidding. There can be no assurance that the Company will be
the successful bidder to obtain or retain these contracts.

Incineration of solid waste is not currently a significant disposal
alternative in Wisconsin, but may be in other states which the Company
enters.

Property and Equipment

The Company owns solid waste landfills, solid waste collection
operations, recycling facilities, solid waste transfer facilities, TSF and
other operating facilities in Wisconsin, Illinois, Michigan and Minnesota.
The Company leases its executive offices in suburban Milwaukee under a
lease expiring in 1998. The Company also leases an office in Fond du Lac,
Wisconsin under a seven-year lease and leases several other offices and
truck maintenance facilities, each under short term leases of one year or
less. All of the real estate owned by the Company provides collateral for
the Company's revolving bank credit facility. See Note 6 of Notes to
Consolidated Financial Statements. The Company believes that its existing
facilities are generally adequate for its current needs and requirements.

The Company has numerous waste collection vehicles, trucks and other
equipment used in the removal, transportation and disposal of wastewater
biosolids and numerous bulldozers, compactors, earthmovers and related
heavy equipment and vehicles used in landfill operations.

Employees

At March 31, 1996, the Company employed approximately 740 full-time
employees. Six employees of one of the Company's subsidiaries are members
of a collective bargaining unit. These employees are not yet covered by a
collective bargaining agreement. The Company considers its employee
relations to be satisfactory.

Risk Management, Insurance and Performance Bonds

Superior believes it has developed an environmental risk management
program appropriate for its business. The Company's risk management
program includes evaluating both existing facilities, as well as potential
acquisitions, for environmental law compliance and operating procedures.
An environmental risk assessment was performed on each of the Consolidated
Group entities prior to the Consolidation and included a regulatory review
and file check, interviews with regulators, a review of prior disposal
sites, a site assessment visit, identification of risk factors, review of
existing environmental monitoring programs, evaluation and investigation
of risk items and compilation and assessment of environmental liabilities.
This procedure also included technical analysis of hydrogeological and
regulatory compliance issues by an independent environmental consultant.

Operating practices at all existing Company operations stress
minimizing the possibility of environmental contamination and litigation.
The Company believes that all of its facilities are in compliance in all
material respects with the Subtitle D Regulations and applicable state
regulations, including design criteria, environmental monitoring,
financial assurance and long-term care provisions. See, however, "Risk
Factors-Government Regulation" and "-Potential Environmental Liability."

The Company carries a range of insurance intended to help protect its
assets and operations, including a commercial general liability policy and
a property damage policy. The Company maintains a limited environmental
impairment liability policy on its landfills and TSF that provides
coverage, on a "claims made" basis, against certain third party off-site
environmental damage. This insurance does not provide protection against
on-site environmental liabilities. See "Risk Factors-Potential Uninsured
Risks." The Company also maintains contractor's pollution liability
insurance which covers certain environmental liabilities arising out of
the Company's hazardous waste emergency response and remediation services,
and pollution endorsements to its automobile liability policies which
cover certain environmental liabilities to third parties from the
Company's transportation operations. A partially or completely uninsured
claim against the Company (including liabilities associated with cleanup
or remediation at its own sites), if successful and of sufficient
magnitude, could have a material adverse effect on the Company's results
of operations or financial condition. Any future difficulty in obtaining
insurance could also impair the Company's ability to secure future
contracts, which may be conditioned upon the availability of adequate
insurance coverage.

Municipal solid waste collection contracts typically require
performance bonds or other means of financial assurance to secure
contractual performance. The Company has not experienced difficulty in
obtaining performance bonds or letters of credit for its current
operations. At March 31, 1996, the Company had provided customers and
various regulatory authorities with bonds of $327,000 and letters of
credit of $1.3 million to secure its obligations. If the Company were
unable to obtain surety bonds or letters of credit in sufficient amounts
or at acceptable rates, it may be precluded from entering into additional
municipal solid waste collection contracts or obtaining or retaining
landfill operating permits. The Company has also obtained insurance
coverage for its long-term care and final closure obligations with respect
to its Wisconsin landfills. With respect to the long-term care and final
closure obligations associated with the Company's Minnesota landfill, the
Company maintains a trust account as required by state regulations.

Regulation

Introduction

The Company is currently subject to extensive and evolving federal,
state and local environmental laws and regulations that have been enacted
in response to technological advances and increased concern over
environmental issues. These regulations not only strictly regulate the
conduct of the Company's operations but also are related directly to the
demand for many of the services offered by the Company.

The regulations affecting the Company are administered by the EPA and
various other federal, state and local environmental, zoning, health and
safety agencies. The Company believes that it is currently in substantial
compliance with applicable federal, state and local laws, permits, orders
and regulations. The Company believes there will continue to be increased
regulation, legislation and regulatory enforcement actions related to the
solid waste services industry. As a result, the Company attempts to
anticipate future regulatory requirements and to plan accordingly to
remain in compliance with the regulatory framework.

In order to develop and operate a landfill, a biosolid storage
facility, a transfer station, most other solid waste facilities or a
hazardous waste TSF, the Company must typically go through several
governmental review processes and obtain one or more permits and often
zoning or other land use approvals. Obtaining these permits and zoning or
land use approvals is difficult, time consuming and expensive and is often
opposed by various local elected officials and citizens' groups. Once
obtained, operating permits generally must be periodically renewed and are
subject to modification and revocation by the issuing agency.

The Company's operating facilities are subject to a variety of
operational, monitoring, site maintenance, closure, post-closure and
financial assurance obligations which change from time to time and which
could give rise to increased capital expenditures and operating costs. In
connection with the Company's expansion of its existing or any newly
acquired landfills, it is often necessary to expend considerable time,
effort and money in complying with the governmental review and permitting
process necessary to maintain or increase the capacity of these landfills.
Governmental authorities have broad power to enforce compliance with these
laws and regulations and to obtain injunctions or impose civil or criminal
penalties in the case of violations. In the ordinary course of its
landfill, transfer station and TSF operations, the Company has from time
to time received notices from regulatory authorities that its operations
may not be in compliance with certain applicable environmental laws and
regulations. Upon receipt of any notices, the Company generally cooperates
with the authorities in an attempt to resolve the issues raised by such
notices and pays the agreed upon fine or penalty. Failure to correct the
problems to the satisfaction of the authorities could lead to curtailed
operations, fines and penalties or even closure of a landfill or other
facility.

In order to transport waste, it is necessary for the Company to
possess one or more permits from state or local agencies. These permits
also must be periodically renewed and are subject to modification and
revocation by the issuing agency.

See "Risk Factors-Government Regulation" and "-Potential
Environmental Liability" for a discussion of certain of the material
potential risks and liabilities applicable to the Company and an
investment therein relating to governmental regulation.

The principal federal, state and local statutes and regulations
applicable to the Company's various operations are as follows:

The Resource Conservation and Recovery Act of 1976

RCRA regulates the generation, treatment, storage, handling,
transportation and disposal of solid waste and requires states to develop
programs to ensure the safe disposal of solid waste. RCRA divides solid
waste into two groups, hazardous and nonhazardous. Wastes are generally
classified as hazardous if they (i) either (a) are specifically included
on a list of hazardous wastes or (b) exhibit certain hazardous
characteristics and (ii) are not specifically designated as nonhazardous.
Wastes classified as hazardous under RCRA are subject to much stricter
regulation than wastes classified as nonhazardous. Among the wastes that
are specifically designated as nonhazardous waste are household waste and
"special" waste, including items such as petroleum contaminated soils,
asbestos, foundry sand, shredder fluff and most nonhazardous industrial
waste products.

The EPA regulations issued under Subtitle C of RCRA impose a
comprehensive "cradle to grave" system for tracking the generation,
transportation, treatment, storage and disposal of hazardous wastes. The
Subtitle C regulations provide standards for generators, transporters and
disposers of hazardous wastes, and for the issuance of permits for sites
where such material is treated, stored or disposed. Subtitle C imposes
detailed operating, inspection, training and emergency preparedness and
response standards, as well as requirements for manifesting, record
keeping and reporting, facility closure, post-closure and financial
responsibilities. These regulations require the Company's TSF to
demonstrate financial assurance for sudden and nonsudden pollution
occurrences. Financial assurance for future closure and post-closure
expenses must also be maintained. The Company believes that its hazardous
waste transportation activities and its TSF comply in all material
respects with the applicable requirements of Subtitle C of RCRA.

In October 1991, the EPA adopted the Subtitle D Regulations governing
solid waste landfills. The Subtitle D Regulations, which generally became
effective in October 1993, include location restrictions, facility design
standards, operating criteria, closure and post-closure requirements,
financial assurance requirements, groundwater monitoring requirements,
groundwater remediation standards and corrective action requirements. In
addition, the Subtitle D Regulations require that new landfill sites meet
more stringent liner design criteria (typically, composite soil and
synthetic liners or two or more synthetic liners) designed to keep
leachate out of groundwater and have extensive collection systems to carry
away leachate for treatment prior to disposal. Groundwater monitoring
wells must also be installed at virtually all landfills to monitor
groundwater quality and, indirectly, the leachate collection system
operation. The Subtitle D Regulations also require, where threshold test
levels are present, that methane gas generated at landfills be controlled
in a manner that protects human health and the environment. Each state is
required to revise its landfill regulations to meet these requirements or
such requirements will be automatically imposed upon it by the EPA. Each
state is also required to adopt and implement a permit program or other
appropriate system to ensure that landfills within the state comply with
the Subtitle D Regulations criteria. Wisconsin, Minnesota and various
states into which the Company may enter have adopted regulations or
programs as stringent as, or more stringent than, the Subtitle D
Regulations. Since the Company's operating landfills are believed by the
Company to be in compliance in all material respects with the strict WDNR
and Minnesota Pollution Control Agency regulations, the Company believes
that all of its present landfill operations meet or exceed the Subtitle D
Regulations in all material respects.

The Federal Water Pollution Control Act of 1972

The Federal Water Pollution Control Act of 1972, as amended ("Clean
Water Act"), establishes rules regulating the discharge of pollutants from
a variety of sources, including solid waste disposal sites and transfer
stations, into waters of the United States. If runoff or collected
leachate from the Company's landfills or transfer stations is discharged
into streams, rivers or other surface waters, the Clean Water Act would
require the Company to apply for and obtain a discharge permit, conduct
sampling and monitoring and, under certain circumstances, reduce the
quantity of pollutants in such discharge. Also, virtually all landfills
are required to comply with the EPA's storm water regulations issued in
November 1990, which are designed to prevent possibly contaminated
landfill storm water runoff from flowing into surface waters. The Company
believes that its facilities are in compliance in all material respects
with Clean Water Act requirements, particularly as they apply to treatment
and discharge of leachate and storm water. The Company has secured or has
applied for the required discharge permits under the Clean Water Act or
comparable state-delegated programs. In those instances where the
Company's applications for discharge permits are pending and a final
discharge permit has not been issued, the Company believes it is in
substantial compliance with the applicable substantive standards set by
Wisconsin, Minnesota and adjacent states in its market areas in
administering the Clean Water Act.

The Comprehensive Environmental Response, Compensation and Liability
Act of 1980

CERCLA established a regulatory and remedial program intended to
provide for the investigation and cleanup of facilities from which there
has been, or is threatened, a release of any hazardous substance into the
environment. CERCLA's primary mechanism for remedying such problems is to
impose strict joint and several liability for cleanup of facilities on
current owners and operators of the site, former owners and operators of
the site at the time of the disposal of the hazardous substances, as well
as the generators of the hazardous substances and the transporters who
arranged for disposal or transportation of the hazardous substances. The
costs of CERCLA investigation and cleanup can be very substantial.
Liability under CERCLA does not depend upon the existence or disposal of
"hazardous waste" as defined by RCRA, but can also be founded upon the
existence of even very small amounts of the more than 700 "hazardous
substances" listed by the EPA, many of which can be found in household
waste. If the Company were to be found to be a responsible party for a
CERCLA cleanup, the enforcing agency could hold the Company, or any other
generator, transporter or the owner or operator of the facility,
completely responsible for all investigative and remedial costs even if
others may also be liable. CERCLA also authorizes the imposition of a lien
in favor of the United States upon all real property subject to, or
affected by, a remedial action for all costs for which a party is liable.
CERCLA provides a responsible party with the right to bring legal action
against other responsible parties for their allocable share of
investigative and remedial costs. The Company's ability to get others to
reimburse it for their allocable share of such costs would be limited by
the Company's ability to find other responsible parties and prove the
extent of their responsibility and by the financial resources of such
other parties.

CERCLA requires the EPA to establish an NPL of sites at which
hazardous substances have been or are threatened to be released into the
environment and which require investigation or cleanup. As one of the
sellers' conditions to the Company's March 1993 acquisition of the
Superior Glacier Ridge landfill, Superior was required to accept the
transfer of an adjacent closed landfill listed on the NPL.

The Clean Air Act

The Clean Air Act provides for regulation, through state
implementation of federal requirements, of the emission of air pollutants
from certain landfills based upon the date of the landfill construction
and volume per year of emissions of regulated pollutants. The EPA has
proposed new source performance standards regulating air emissions of
certain regulated pollutants (methane and non-methane organic compounds)
from municipal solid waste landfills. Landfills located in areas with air
pollution problems may be subject to even more extensive air pollution
controls and emission limitations. In addition, the EPA has issued
standards regulating the disposal of asbestos containing materials.

Some of the federal statutes described above contain provisions
authorizing, under certain circumstances, the institution of lawsuits by
private citizens to enforce the provisions of the statutes.

The Occupational Safety and Health Act of 1970

The Occupational Safety and Health Act of 1970, as amended ("OSHA"),
authorizes the Occupational Safety and Health Administration to promulgate
occupational safety and health standards. Various of those promulgated
standards, including standards for notices of hazards, safety in
excavation and the handling of asbestos, may apply to certain of the
Company's operations. OSHA regulations set forth requirements for the
training of employees handling, or who may be exposed in the workplace to,
concentrations of asbestos-containing materials that exceed specified
action levels. The OSHA regulations also set standards for employee
protection, including medical surveillance, the use of respirators,
protective clothing and decontamination units, during asbestos demolition,
removal or encapsulation as well as its storage, transportation and
disposal. In addition, OSHA specifies a maximum permissible exposure level
for airborne asbestos in the workplace. The Company has no direct
involvement in asbestos removal or abatement projects. However, asbestos-
containing waste materials are accepted at certain of the Company's
landfills that are authorized to accept such materials, and some of the
Company's collection businesses receive asbestos-containing waste
materials which have already been packaged and labelled. These packages
are loaded onto the Company's vehicles by employees of the asbestos
abatement contractors for transportation to and disposal at the Company's
authorized landfills. Accordingly, OSHA regulations designed to minimize
employees' exposure to airborne asbestos fibers and provide employees with
proper training and protection generally apply to the Company's operations
in the transportation and handling of the asbestos waste. The Company's
employees are trained to respond appropriately in the event there is an
accidental spill or release of the packaged asbestos-containing materials
during transportation or landfill disposal.

State and Local Regulations

Each state in which the Company currently operates, or may operate in
the future, has laws and regulations governing the generation, storage,
treatment, handling, transportation and disposal of solid and hazardous
waste, water and air pollution and, in most cases, the siting, design,
operation, maintenance, closure and post-closure maintenance of landfills
and other solid and hazardous waste management facilities. In addition,
many states including Wisconsin and Minnesota, have programs that require
investigation and clean up of sites containing hazardous materials in a
manner comparable to CERCLA. These statutes impose requirements for
investigation and cleanup of contaminated sites and liability for costs
and damages associated with such sites, and some provide for the
imposition of liens on property owned by responsible parties. Furthermore,
many municipalities also have ordinances, local laws and regulations
affecting the Company's operations. These include zoning and health
measures that limit solid waste management activities to specified sites
or activities. In the past, municipalities have enacted flow control
provisions that direct the delivery of solid wastes to specific
facilities, or ban or otherwise restrict the movement of solid wastes
into, or out of, a municipality or state. While such measures have been
previously held to be unconstitutional by the United States Supreme Court,
there are several bills pending in Congress which, if enacted as law,
would authorize states or municipalities to impose some form of flow
control. Any such legislation could limit the Company's ability to route
waste in the most profitable manner. Currently, the only flow control
provisions applicable to the Company's operations are "designation
ordinances" enacted by several counties in the metropolitan Minneapolis-
St. Paul area which mandate that most municipal solid wastes generated in
those counties must be disposed of at facilities owned and operated by the
counties. These ordinances restrict the transportation of certain wastes
from the Minneapolis-St. Paul area to the Company's FCR landfill in
Buffalo, Minnesota.

The permits or other land use approvals with respect to a landfill,
as well as state or local laws and regulations, may (i) limit a landfill
to accepting waste that originates from a specified geographic area; (ii)
specify the quantity of waste that may be accepted at the landfill during
a given time period; and/or (iii) specify the types of waste that may be
accepted at the landfill. Once an operating permit for a landfill is
obtained, it is generally necessary to renew the permit periodically.

There has been an increasing trend at the state and local level to
mandate and encourage waste reduction at the source and to provide waste
recycling and limit or prohibit the disposal of certain types of solid
wastes, such as yard wastes, in landfills. The Wisconsin solid waste laws,
for example, have for several years prohibited the landfilling of lead
acid batteries, major appliances, waste oil and yard waste. On January 1,
1995, Wisconsin substantially limited the landfilling of certain plastic,
aluminum, glass and steel containers, newsprint and magazines, foam
polystyrene packaging, office paper and waste tires. The enactment of
regulations reducing the volume and types of wastes available for
transport to and disposal in landfills has reduced the volume of waste
disposed of by the Company's continuing customers. The Company has
responded to these trends by increasing its emphasis on providing
recycling services to its customers.

Legal Proceedings

Two of the Company's subsidiaries which were part of the
Consolidation have been named by the WDNR as PRPs as a result of their
use, prior to the Consolidation, of a closed landfill in Rock County,
Wisconsin. The closed landfill has been identified by the WDNR to have
caused groundwater contamination, including the contamination or potential
contamination of local drinking water wells. The Company's subsidiaries
allegedly transported industrial waste for third party generators to the
site in the 1970s. A group of PRPs has conducted an extensive
investigation of the environmental conditions at the site and performed
interim remedial action including the installation of an improved landfill
cap. In January 1994, the WDNR issued notices to the PRPs, including the
Company's subsidiaries, requiring that they agree to undertake additional
remedial action, including the extension of a municipal water supply
system to replace the contaminated wells. As of March 31, 1996, total
costs for the investigation of environmental conditions at the site and
interim remedial action performed to date have been approximately $2
million and the WDNR has estimated the total costs of future phases of
remediation at the site will be approximately $4 million. The PRPs have
not agreed to the plan for either additional interim action or final
remedial action nor have the Company's subsidiaries negotiated their
allocable share of the cost of interim or final remedial action with the
other PRPs. The Company's subsidiaries' allocable share of these costs
cannot be reasonably estimated. In addition, the subsidiaries have been
named as defendants in a suit commenced by a group of residents living in
the vicinity of the landfill which suit alleges that private drinking
water wells have been contaminated by the releases of pollutants from the
site. Under the terms of the Consolidation Agreement, the Company is
entitled to indemnification in various limited and unlimited amounts from
the former shareholders of the subsidiaries against liabilities arising
out of the site. Such indemnification obligations are secured by escrowed
Common Stock issued in the Consolidation. In addition, the Company's
subsidiaries have tendered the defense of the residents' suit to the
general liability insurance carriers which provided coverage during the
relevant periods. One of the insurers has accepted the defense of the
subsidiaries in the residents' suit, subject to a reservation of rights.
Neither the total costs of remediation at the site nor the subsidiaries'
potential liability in the residents' suit can be reasonably estimated as
of the date of this Prospectus. The Company has not established a specific
financial reserve for potential costs relating to this remediation or the
residents' suit. The Company currently believes that ultimate resolution
of these matters will not have a material adverse effect on the Company's
financial condition or results of operations. However, there can be no
assurance that the Company's ultimate financial obligations related to
these matters will not have a material adverse effect on the Company's
results of operations and financial condition.

In connection with its acquisition of the Superior Glacier Ridge
landfill in March 1993, the Company was required by the seller to accept
the transfer of an adjacent closed landfill that is listed on the NPL. A
remedial investigation performed by the PRPs (including the Company) has
determined the scope and nature of the contamination at the site and the
PRPs have submitted a feasibility study to the EPA and WDNR which
describes the alternatives for remediating the associated groundwater
contamination. The WDNR has formally approved the remedial alternative
recommended by the PRPs which calls for the installation of two to four
additional gas extraction wells (which would be connected to the existing
gas extraction system at the site) and continued groundwater monitoring.
As of March 31, 1996, the estimated one-time capital cost for the
additional extraction wells was $107,000, together with estimated annual
operating, maintenance and monitoring costs for the new extraction wells,
the landfill cap, the existing gas extraction system and groundwater
monitoring system of $90,000. The operating duration of the proposed
remedial actions is uncertain, but could be 30 years or longer. In
December 1995, the Company entered into a settlement agreement with
certain of the PRPs which allocates the costs of the remediation. Under
the settlement agreement two generator PRPs agreed to contribute a total
of 38% of future costs for remedial action and the annual operating,
maintenance, and monitoring costs related to the site. Additional
generator PRPs may join in the settlement agreement, which would further
reduce the share of costs allocated to the former owners of the closed
landfill. The seller of the Superior Glacier Ridge landfill has agreed to
indemnify the Company against up to $2.8 million for any site liabilities,
including the annual costs of operating, maintaining and monitoring the
closed landfill and any costs that the Company may incur as a PRP. The
seller's potential indemnification obligation is collateralized currently
by 266,667 shares of Common Stock held in escrow. Additionally, the
Company has established specific financial reserves which it believes are
adequate to cover the estimate of the identified remediation costs which
may exceed the amount indemnified. However, there can be no assurance that
the Company's ultimate financial obligations related to this remediation
will not exceed its reserves, which could have a material adverse effect
on the Company's results of operations and financial condition.

The Company's 1993 tax return is currently the subject of an Internal
Revenue Service audit.

The Company is also a party to various legal proceedings arising in
the ordinary course of its businesses. The Company believes that the
ultimate resolution of these other matters will not have a material
adverse effect on the Company's financial condition or results of
operations. In the normal course of its businesses, and as a result of the
extensive government regulation of the solid waste services industry, the
Company may periodically become subject to various judicial and
administrative proceedings involving federal, state or local governmental
agencies. Since the Consolidation, the Company has not been required to
pay any material fine or had a judgment entered against it for the
violation of any environmental law. From time to time the Company also may
be subjected to actions brought by citizens groups in connection with the
permitting of landfills or transfer stations, or alleging violations of
the permits pursuant to which the Company operates. The Company also may
be subject to claims for personal injury or property damage arising out of
accidents involving its vehicles or at its facilities.

MANAGEMENT

Executive Officers and Directors

The Company's Board of Directors consist of seven directors divided
into three classes, with initial terms of office expiring at the Company's
annual shareholders meeting in 1997, 1998 and 1999, respectively.
Beginning with the 1997 annual meeting and at each annual meeting
thereafter, members of each class then standing for reelection, or new
nominees thereto, will be elected to serve for terms of office expiring at
the third annual meeting of shareholders after election.

The following table sets forth information, as of May 31, 1996,
regarding the executive officers and continuing directors of the Company
immediately after this offering:

Name Age Company Position

Joseph P. Tate . . . . 52 Chairman and Director

President, Chief Executive Officer
G. William Dietrich (1) 50 and Director

George K. Farr . . . . 37 Chief Financial Officer and Treasurer

Vice President, General Counsel and
Peter J. Ruud . . . . . 42 Secretary

Gary G. Edler . . . . . 48 Vice President-Projects and Director

Francis J. Podvin
(1)(2) . . . . . . . . 54 Director

Donald Taylor (2)(3) . 69 Director

Stephen G. Woodsum
(1)(2)(3) . . . . . . 42 Director

Walter G. Winding
(2)(3) . . . . . . . . 54 Director
____________________

(1) Member of the Acquisition Committee.

(2) Member of the Compensation Committee.

(3) Member of the Audit Committee.

Joseph P. Tate is a co-founder of the Company. Mr. Tate has more
than 25 years of experience in the solid waste services industry. In
1967, Mr. Tate founded the "Valley Group" of companies that was part of
the Consolidation and, prior to the Consolidation, was a shareholder,
officer and director of each of these companies. Since the Consolidation
he has continued to serve in various executive capacities with certain of
the Company's subsidiaries. From January 1993 until August 1994, Mr. Tate
served as Chief Executive Officer of the Company. Mr. Tate has been a
member of the Board of Directors since the Company's original
incorporation in July 1992 and has been Chairman of the Board of Directors
of the Company since January 1993. Mr. Tate serves as a member of Class
III of the Board of Directors, with a term through the Company's 1999
annual shareholders meeting.

G. William Dietrich joined the Company in February 1994 as Vice
President-Solid Waste and was promoted to President and Chief Operating
Officer in September 1994, with management responsibility for all of the
Company's operations. Mr. Dietrich was promoted to President and Chief
Executive Officer in November 1995. Prior to his employment by the
Company, Mr. Dietrich was employed for over two and one-half years by BFI
(a national solid waste company), as a divisional vice president
responsible for BFI's solid waste collection, transportation and disposal
operations in Eastern and Northern Ontario. Prior thereto, Mr. Dietrich
was a district manager for Laidlaw (a national solid waste company) for
three years with principal responsibility for Laidlaw's solid waste
operations in a substantial portion of the Northeastern United States.
Mr. Dietrich has been a director of the Company since September 1994 and
serves as a member of Class II of the Board of Directors, with a term
through the Company's 1998 annual shareholders meeting.

George K. Farr joined the Company in February 1993 as Corporate
Controller, with financial reporting responsibility for all of Superior's
operating locations. In December 1994, he was promoted to Chief Financial
Officer of the Company, with responsibility for the oversight of all of
the Company's financial matters. Prior to joining the Company, he served
as the Market Development Controller for Sanifill, Inc. (a solid waste
service company), Houston, Texas, from February 1991 to July 1992, where
he was responsible for supervising the financial due diligence process and
subsequent integration of Sanifill's major acquisitions. Prior thereto,
he held various financial management positions, including Executive Vice
President-Finance and Administration, at BancPlus Savings Association (a
savings and loan institution), Houston, Texas, for five years.

Peter J. Ruud joined the Company in September 1993 as Vice President-
General Counsel and Corporate Secretary, with responsibility for all of
the Company's legal matters. In November 1995, Mr. Ruud also assumed
oversight responsibility for the Company's human resources and health and
safety functions. Prior to joining the Company, Mr. Ruud was in private
practice with the law firm of Davis & Kuelthau, S.C., Milwaukee,
Wisconsin, since 1978, specializing in environmental and corporate law and
regulatory compliance. Mr. Ruud also served as a member of the firm's
managing Board of Directors. While a shareholder of Davis & Kuelthau,
S.C., Mr. Ruud was actively involved in the formation of the Company and
the Consolidation.

Gary G. Edler is a co-founder of the Company and has more than 27
years of experience in the solid waste services industry. Mr. Edler
joined the Company at the time of the Consolidation as a Vice President in
charge of the Company's wastewater biosolids and nonhazardous liquid waste
management operations. For 25 years prior to joining the Company, he
served as President of the "E&K Group" of companies that was a part of the
Consolidation. Mr. Edler has been a director of the Company since the
Company's original incorporation in July 1992 and serves as a member of
Class I of the Board of Directors, with a term through the Company's 1997
annual shareholders meeting.

Francis I. Podvin has been a principal in the law firm of Nash,
Podvin, Tuchscherer, Huttenburg, Weymouth & Kryshak, S.C., Wisconsin
Rapids, Wisconsin, since 1965, currently serving as its President, and
specializes in business combinations, banking and corporate finance. Mr.
Podvin has been a director of the Company since the Company's original
incorporation in July 1992 and serves as a member of Class II of the Board
of Directors, with a term through the Company's 1998 annual shareholders
meeting. Nash, Podvin, Tuchscherer, Huttenburg, Weymouth & Kryshak, S.C.
has from time to time performed, and is expected to continue to perform,
legal services for the Company.

Donald Taylor has been a principal in Sullivan Associates
(specialists in boards of directors searches), Milwaukee, Wisconsin, since
1992. Mr. Taylor served as Managing Director of U.S.A. Anatar
Investments, Ltd. (a venture capital firm) from 1989 to 1992, and prior
thereto as Chairman and Chief Executive Officer of Rexnord, Inc. (a
manufacturer of power transmission equipment), Milwaukee, Wisconsin. Mr.
Taylor is a director of Johnson Controls, Inc., Banta Corporation and
Harnischfeger Industries, Inc. Mr. Taylor serves as a member of Class II
of the Board of Directors, with a term through the Company's 1998 annual
shareholders meeting.

Stephen G. Woodsum has been a managing partner of Summit Partners (a
venture capital partnership), Boston, Massachusetts, since its inception
in 1984. Mr. Woodsum has been a director of the Company since the
Consolidation and serves as a member of Class I of the Board of Directors,
with a term through the Company's 1997 annual shareholders meeting.

Walter G. Winding has been the owner and Chief Executive Officer of
Winding and company (business consultants for closely-held companies),
Hartland, Wisconsin, since 1995. From January 1994 to January 1996 Mr.
Winding was Senior Vice President of HM Graphics Inc. (commercial printing
company), West Allis, Wisconsin. For six years prior thereto, Mr. Winding
served as President and Chief Executive Officer of Schweiger Industries,
Inc. (furniture manufacturer), Jefferson, Wisconsin, and prior thereto was
Schweiger's Vice President-Administration for four years. Prior thereto,
Mr. Winding served in various management positions with Jos. Schlitz
Brewing Company, Milwaukee, Wisconsin. Mr. Winding currently serves on
numerous boards of directors of privately-held companies. Mr. Winding
serves as a member of Class III of the Board of Directors, with a term
through the Company's 1999 annual shareholders meeting.

Board Committees

The Audit Committee is responsible for recommending to the Board of
Directors the appointment of independent auditors, reviewing and approving
the scope of the annual audit activities of the auditors, approving the
audit fee payable to the auditors, reviewing audit results and approving
related party transactions. Messrs. Woodsum, Taylor and Winding, with
Mr. Woodsum acting as Chairman, are the members of the Audit Committee.

The Compensation Committee is responsible for reviewing and
recommending to the Board of Directors the compensation structure for the
Company's directors, officers and other managerial personnel, including
salaries, bonuses, participation in incentive compensation and benefit
plans, fringe benefits, non-cash perquisites and other forms of
compensation, and will administer the Company's 1993 Incentive Stock
Option Plan and 1996 Equity Incentive Plan. Messrs. Podvin, Woodsum,
Winding and Taylor, with Mr. Podvin acting as Chairman, are the members of
the Compensation Committee.

The Acquisition Committee is responsible for reviewing all of the
Company's proposed business acquisitions. Messrs. Dietrich, Woodsum and
Podvin, together with such other officers and employees of the Company as
may be determined by the Acquisition Committee, with Mr. Dietrich acting
as Chairman, are the members of the Acquisition Committee.

The Board of Directors does not have a standing Nominating Committee.
As a result, the board of Directors in its entirety performs the functions
such a committee would otherwise perform.

DESCRIPTION OF CAPITAL STOCK

General

The authorized capital stock of the Company consists of 100,000,000
shares of Common Stock, par value $0.01 per share, and 500,000 shares of
undesignated preferred stock, par value $0.01 per share.

Common Stock

As of May 31, 1996, there were 16,752,646 shares of Common Stock
outstanding. Holders of Common Stock are entitled to one vote for each
share of Common Stock held by them on all matters properly submitted to a
vote of shareholders, subject to Section 180.1150 of the WBCL described
below. Shareholders have no cumulative voting rights, which means that
the holders of shares entitled to exercise more than 50% of the voting
power are able to elect all of the directors to be elected. The Restated
Articles and Restated By-Laws provide that the Board of Directors are
divided into three substantially equal classes, with staggered three-year
terms. Subject to the prior rights of the holders of any class or series
of preferred stock then outstanding, and any contractual restrictions on
the payment of dividends, the Board of Directors may in its discretion
declare and pay dividends on the Common Stock out of legally available
earnings or assets of the Company. See Note 6 of Notes to Consolidated
Financial Statements. Subject to the prior rights of the holders of any
class or series of preferred stock then outstanding, in the event the
Company is liquidated, any amounts remaining after the discharge of all
outstanding debt will be paid pro rata to the holders of Common Stock.
The outstanding shares of Common Stock are, and the Common Stock to be
issued pursuant to this Prospectus will be, legally issued, fully paid and
nonassessable, except for certain statutory liabilities which may be
imposed by Section 180.0622(2)(b) of the WBCL for unpaid employee wages.
Holders of Common Stock have no preemptive rights to acquire unissued
shares of capital stock of the Company.

Preferred Stock

The Board of Directors is authorized to issue from time to time,
without shareholder authorization, up to 500,000 shares of preferred stock
in one or more designated series, with such voting, dividend, redemption,
conversion and exchange provisions as are provided in the particular
series. No dividends or other distributions are to be payable on the
Common Stock unless dividends are paid in full on any then outstanding
preferred stock and all sinking fund obligations for any then outstanding
preferred stock, if any, are fully funded. In the event of a liquidation
or dissolution of the Company, the outstanding shares of any then
outstanding preferred stock would have priority over the Common Stock to
receive the amount specified in each particular series out of the
remaining assets of the Company. Any future issuance of preferred stock
may have the effect of deferring, delaying or preventing a change in
control of the Company, or decreasing the market price of the Common
Stock, and may adversely affect the voting and other rights of the holders
of Common Stock. No shares of preferred stock are currently outstanding.

Certain Statutory and Other Provisions

Statutory Provisions

Section 180.1150 of the WBCL provides that the voting power of shares
of public Wisconsin corporations, such as the Company after this offering,
held by any person or persons acting as a group in excess of 20% of the
voting power in the election of directors is limited to 10% of the full
voting power of those shares. This statutory voting restriction does not
apply to shares acquired directly from the agreement entered into prior to
this offering) or shares for which full voting power has been restored
pursuant to a vote of shareholders.

Sections 180.1140 to 180.1144 of the WBCL (the "Wisconsin Business
Combination Statute") regulate a broad range of "business combinations"
between a Wisconsin corporation and an "interested stockholder". The
Wisconsin Business Combination Statute defines a "business combination" to
include a merger or share exchange, sale, lease, exchange, mortgage,
pledge, transfer or other disposition of assets equal to at least 5% of
the market value of the stock or assets of a corporation or 10% of its
earning power, issuance of stock or rights to purchase stock with a market
value equal to at least 5% of the outstanding stock, adoption of a plan of
liquidation, and certain other transactions involving an "interested
stockholder". An "interested stockholder" is defined as a person who
beneficially owns, directly or indirectly, 10% of the voting power of the
outstanding voting stock of a corporation or who is an affiliate or
associate of the corporation and beneficially owned 10% of the voting
power of the then outstanding voting stock within the last three years.
The Wisconsin Business Combination Statute prohibits a corporation from
engaging in a business combination (other than a business combination of a
type specifically excluded from the coverage of the statute) with an
interested stockholder for a period of three years following the date such
person becomes an interested stockholder, unless the board of directors
approved the business combination or the acquisition of the stock that
resulted in a person becoming an interested stockholder before such
acquisition. Business combinations after the three-year period following
the stock acquisition date are permitted only if (i) the board of
directors approved the acquisition of the stock prior to the acquisition
date; (ii) the business combination is approved by a majority of the
outstanding voting stock not beneficially owned by the interested
stockholder; or (iii) the consideration to be received by shareholders
meets certain requirements of the Wisconsin Business Combination Statute
with respect to form and amount. The Restated Articles include a
provision substantially identical to the Wisconsin Business Corporation
Statute.

Sections 180.1130 to 180.1133 of the WBCL provide that certain
"business combinations" not meeting specified adequacy-of-price standards
must be approved by a vote of at least 80% of the votes entitled to be
cast by all shareholders and by two-thirds of the votes entitled to be
cast by shareholders other than a "significant shareholder" who is a party
to the transaction. The term "business combination" is defined to
include, subject to certain exceptions, a merger or consolidation of the
corporation (or any subsidiary thereof) with, or the sale or other
disposition of substantially all of the assets of the corporation to, any
significant shareholder or affiliate thereof. "Significant shareholder"
is defined generally to include a person that is the beneficial owner of
10% or more of the voting power of the corporation.

Section 180.1134 of the WBCL (the "Wisconsin Defensive Action
Restrictions") provides that, in addition to the vote otherwise required
by law or the articles of incorporation of an issuing public corporation,
the approval of the holders of a majority of the shares entitled to vote
is required before such corporation can take certain action while a
takeover offer is being made or after a takeover offer has been publicly
announced and before it is concluded. Under the Wisconsin Defensive
Action Restrictions, shareholder approval is required for the corporation
to (i) acquire more than 5% of its outstanding voting shares at a price
above the market price from any individual or organization that owns more
than 3% of the outstanding voting shares and has held such shares for less
than two years, unless a similar offer is made to acquire all voting
shares or (ii) sell or option assets of the corporation which amount to at
least 10% of the market value of the corporation, unless the corporation
has at least three independent directors or a majority of the independent
directors vote not to have this provision apply to the corporation. The
restrictions described in clause (i) above may have the effect of
deterring a shareholder from acquiring shares of the Company with the goal
of seeking to have the Company repurchase such shares at a premium over
the market price.

Restated Articles of Incorporation and Restated By-Laws of the Company

The Restated Articles and Restated By-Laws of the Company divide the
Board of Directors of the Company into three substantially equal classes
with staggered terms. The Restated Articles provide that any vacancies on
the Board of Directors may be filled only by the affirmative vote of the
"requisite number" of directors then in office, even if less than a quorum
exists. Any director so elected will serve until the next election of the
class for which such director is chosen and until his or her successor is
duly elected. The "requisite number" of directors will be defined in the
Restated Articles to constitute two-thirds of the then serving directors.

The Restated Articles incorporate the provisions of the Wisconsin
Business Combination Statute and require that, for the Wisconsin Business
Combination Statute provisions not to apply, the Board of Directors must
approve a business combination with an "interested stockholder" before the
stock acquisition date. The affirmative vote of at least 66 % of the
voting power of shares entitled to vote is required to amend, repeal or
adopt any provision inconsistent with the Wisconsin Business Combination
Statute provisions contained in the Restated Articles.

In addition, the Restated By-Laws of the Company establish a
procedure which must be satisfied by shareholders seeking to call a
special meeting of shareholders. This procedure involves notice to the
Company, the receipt by the Company of a written demand for a special
meeting from holders of 10% or more of the issued and outstanding shares
of Common Stock, a review of the validity of any such demand by an
independent inspector appointed by the Company and the fixing of the
record and meeting dates by the Board of Directors. In addition,
shareholders demanding such a special meeting must deliver to the Company
a written agreement to pay the costs incurred by the Company in holding a
special meeting, including the costs of preparing and mailing the notice
of meeting and the proxy materials for the solicitation by the Company of
proxies for use at such meeting, in the event such shareholder are
unsuccessful in their proxy solicitation. The Restated By-Laws also
contain strict time deadlines and procedures applicable to shareholders
seeking to nominate a person for election as a director or to otherwise
bring business before a meeting. In order to nominate a person for
election to the Board of Directors at a special meeting of shareholders, a
shareholder must deliver written notice to the Secretary of the Company
not more than 90 days prior to the special meeting and not later than the
close of business on the later of (i) the sixtieth day prior to such
special meeting or (ii) the tenth day following the date on which a public
announcement is first made of such special meeting and of the nominees
proposed by the Board of Directors to be elected at the meeting.

OUTSTANDING SECURITIES COVERED BY THIS PROSPECTUS

This Prospectus, as appropriately amended or supplemented, may be
used from time to time by persons who have received shares of Common Stock
covered by the Registration Statement in acquisitions of businesses or
properties by the Company, or their transferees, and who wish to offer and
sell such shares (such persons are herein referred to as the "Selling
Shareholder" or "Selling Shareholders") in transactions in which they and
any broker-dealer through whom such shares are sold may be deemed to be
underwriters within the meaning of the Act.

The Company will receive none of the proceeds from any such sales.
Any commissions paid or concessions allowed to any broker-dealer and, if
any broker-dealer purchases such shares as principal, any profits received
on the resale of such shares, may be deemed to be underwriting discounts
and commissions under the Act. Printing, certain legal, filing and other
similar expenses of this offering will be paid by the Company. Selling
Shareholders will bear all other expenses of this offering, including any
brokerage fees, underwriting discounts or commissions.

There presently are no arrangements or understandings, formal or
informal, pertaining to the distribution of the shares as described
herein. Upon the Company's being notified by a Selling Shareholder that
any material arrangement has been entered into with a broker-dealer for
the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution, a supplemental Prospectus will be
filed, pursuant to Rule 424 under the Act, setting forth (i) the name of
such Selling Shareholder and of the participating broker-dealer(s);
(ii) the number of shares involved; (iii) the price at which such shares
were sold; (iv) the commissions paid or discounts or concessions allowed
to such broker-dealer(s), where applicable; (v) that such broker-dealer(s)
did not conduct any investigation to verify the information set out in
this Prospectus; and (vi) other facts material to the transaction.

Selling Shareholders may sell the shares being offered hereby from
time to time in transactions on NASDAQ or on a securities exchange on
which the Company's Common Stock may be listed, in negotiated transactions
or otherwise, at market prices prevailing at the time of sale or at
negotiated prices. Selling Shareholders may sell some or all of the
shares in transactions involving broker-dealers, who may act solely as
agent and/or may acquire shares as principal. Broker-dealers
participating in such transactions as agent may receive commissions from
Selling Shareholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Participating broker-dealers may agree with
Selling Shareholders to sell a specified number of shares at a stipulated
price per share and, to the extent such broker-dealer is unable to do so
acting as agent for Selling Shareholders, to purchase as principal any
unsold shares at the price required to fulfill the broker-dealer's
commitment to Selling Shareholders.

In addition or alternatively, shares may be sold by Selling
Shareholders and/or by or through other broker-dealers in special
offerings, exchange distributions or secondary distributions pursuant to
and in compliance with the governing rules of NASDAQ or on a securities
exchange on which the Company's Common Stock may be listed, and in
connection therewith, commissions in excess of the customary commission
prescribed by the rules of such securities exchange may be paid to
participating broker-dealers, or, in the case of certain secondary
distributions, a discount or concession from the offering price may be
allowed to participating broker-dealers in excess of such customary
commission. Broker-dealers who acquire shares as principal thereafter may
resell such shares from time to time in transactions (which may involve
crosses and block transactions and which may involve sales to and through
other broker-dealers, including transactions of the nature described in
the preceding two sentences) on NASDAQ or on a securities exchange on
which the Company's Common Stock may be listed, in negotiated transactions
or otherwise, at market prices prevailing at the time of sale or at
negotiated prices and, in connection with such resales, may pay to or
receive commissions from the purchasers of such shares.

Each Selling Shareholder may indemnify any broker-dealer that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Act.

VALIDITY OF SECURITIES

The legality of the Common Stock issuable hereunder by the Company
will be passed upon for the Company by Foley & Lardner, Milwaukee,
Wisconsin.

EXPERTS

The consolidated financial statements of the Company at December 31,
1994 and 1995, and for each of the three years in the period ended
December 31, 1995, appearing in this Prospectus and in the Registration
Statement, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon appearing elsewhere herein and in the
Registration Statement, and are included herein in reliance upon such
report given upon the authority of such firm as experts in accounting and
auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 ("Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission ("Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copies at the public reference facilities maintained by the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 and at its Regional
Offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained at
prescribed rates from the Public Reference Section of the Commission, 450
Fifth Street, N.W. Plaza, Washington, D.C. 20549. In addition, such
reports and proxy statements can be inspected at the offices of the Nasdaq
National Market, 1735 K Street, Washington, D.C. 20006.

In addition, the Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of
such Web site is http://www.sec.gov.

The Company has filed with the Commission a Registration Statement on
Form S-4 (the "Registration Statement") under the Securities Act, with
respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement and reference is
hereby made to the Registration Statement and the exhibits thereto for
further information with respect to the Company and the Common Stock.

INDEX TO FINANCIAL STATEMENTS

Page
Audited Year End Financial Statements
Report of Independent Auditors . . . . . . . . . . . . . . . F-2

Consolidated Balance Sheets at December 31, 1994 and 1995 . . F-3

Consolidated Statements of Operations for the years ended
December 31, 1993, 1994 and 1995 . . . . . . . . . . . . . F-4

Consolidated Statements of Shareholders' Investment for the
years ended December 31, 1993, 1994 and 1995 . . . . . . . F-5

Consolidated Statements of Cash Flows for the years ended
December 31, 1993, 1994 and 1995 . . . . . . . . . . . . . F-6

Notes to Consolidated Financial Statements . . . . . . . . . F-7

Unaudited Interim Financial Statements

Condensed Consolidated Balance Sheets for the year ended
December 31, 1995 and the quarter ended March 31, 1996 . . F-24

Condensed Consolidated Statements of Operations for the
quarters ended March 31, 1995 and 1996 . . . . . . . . . . F-25

Condensed Consolidated Statements of Shareholders' Investment
for the year ended December 31, 1995 and the quarter ended F-26
March 31, 1996 . . . . . . . . . . . . . . . . . . . . . .

Condensed Consolidated Statements of Cash Flows for the
quarters ended March 31, 1995 and 1996 . . . . . . . . . . F-27

Notes to Condensed Consolidated Financial Statements . . . . F-28

<PAGE>

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

The Board of Directors
Superior Services, Inc.

We have audited the accompanying consolidated balance sheets of Superior
Services, Inc. (the Company) as of December 31, 1994 and 1995, and the
related consolidated statements of operations, shareholders' investment
and cash flows for each of the three years in the period ended December
31, 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of the Company at December 31, 1994 and 1995, and the
consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles.

ERNST & YOUNG LLP

Milwaukee, Wisconsin
February 2, 1996

<PAGE>
SUPERIOR SERVICES, INC.
CONSOLIDATED BALANCE SHEETS

December 31
1994 1995 1995
(In Thousands, Unaudited
Except Share and Per Pro Forma
Share amounts) (See Note 1)
ASSETS

Current assets:
Cash and cash equivalents . . . $ 2,034 $ 1,373 $ 1,373
Trade accounts receivable . . . 12,491 14,518 14,518
Prepaid expenses and other
current assets . . . . . . . . 4,183 2,826 2,826
Net assets of discontinued
operations . . . . . . . . . . 6,376 849 849
------- ------- -------
Total current assets . . . . . 25,084 19,566 19,566
Property and equipment, net . . . 80,592 81,026 81,026
Restricted funds held in trust . 5,460 7,009 7,009
Other assets . . . . . . . . . . 5,329 4,202 4,202

Intangible assets, net . . . . . 10,320 10,960 10,960
------- ------- -------
Total assets . . . . . . . . . $126,785 $ 122,763 $122,763
======= ======= =======
LIABILITIES AND SHAREHOLDERS'
INVESTMENT

Current liabilities:
Current maturities of long-term
debt . . . . . . . . . . . . . $ 4,019 $ 3,251 $ 3,251
Trade accounts payable . . . . 3,950 4,737 4,737
Accrued payroll and related
expenses . . . . . . . . . . . 1,358 2,329 2,329
Other accrued expenses . . . . 2,939 3,494 3,494
Accrued income taxes . . . . . - 1,045 1,045
------- ------- --------

Total current liabilities . . 12,266 14,856 14,856
Long-term debt, net of current
maturities . . . . . . . . . . 35,794 20,168 20,168
Disposal site closure and long-
term care obligation . . . . . 17,451 20,079 20,079
Deferred income taxes . . . . . . 12,391 11,581 11,581
Other liabilities . . . . . . . . 4,552 5,077 5,077

Commitments and contingencies
Convertible preferred stock, $.01
par value; 500,000 shares
authorized; 331,789 issued and
outstanding in 1994 and 1995;
none outstanding pro forma . . 15,000 15,000 -

Shareholders' investment:
Common stock, $.01 par value;
100,000,000 shares authorized;
9,977,720 and 9,886,815 issued
and outstanding in 1994 and
1995, respectively; 13,204,705
issued and outstanding pro
forma . . . . . . . . . . . . 200 198 236
Additional paid-in capital . . 24,814 23,902 38,864
Retained earnings. . . . . . . . 4,317 11,902 11,902
------- ------- -------

Total shareholders' investment 29,331 36,002 51,002
------- ------- -------
Total liabilities and
shareholders' investment . . $126,785 $ 122,763 $122,763
======= ======== =======

The accompanying notes are an integral part of these financial statements.

<PAGE>
SUPERIOR SERVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year ended December 31
1993 1994 1995
(In Thousands,
Except Share and
Per Share amounts)

Revenues . . . . . . . . . . . . . $ 67,304 $ 76,297 $ 92,592

Expenses:
Cost of operations . . . . . . . 39,262 46,417 49,133
Selling, general and administrative
expenses . . . . . . . . . . . . 12,106 15,054 15,013
Depreciation and amortization . . 6,180 9,488 12,704
------ ------- -------
57,548 70,959 76,850
------ ------ -------
Operating income from continuing
operations . . . . . . . . . . . 9,756 5,338 15,742
Other income (expense):
Interest expense . . . . . . . . (1,531) (2,245) (2,829)

Other income . . . . . . . . . . 228 27 610
------ ------ -------
Income from continuing operations
before income taxes . . . . . . . 8,453 3,120 13,523
Provision for income taxes . . . . 3,343 1,389 5,609
------- ------- -------
Income from continuing operations . 5,110 1,731 7,914
Discontinued operations (Note 3):
Income (loss) from discontinued
operations, net of income tax . 56 (693) -
Estimated loss on disposition of
discontinued operations, net of - (5,042) (329)
income tax . . . . . . . . . . .
------ ------- --------
Net income (loss) . . . . . . . $ 5,166 $ (4,004) $ 7,585
======= ======= ========

Earnings per share:
Income from continuing operations $ .42 $ .13 $ .59
Income (loss) from discontinued
operations . . . . . . . . . . . - (.43) (.03)
------ ------ -------
Net income (loss) . . . . . . . $ .42 $ (.30) $ .56
===== ===== =======
Weighted average number of common
and common equivalent shares
outstanding . . . . . . . . . . . 12,213,233 13,533,582 13,474,034
========== ========== ==========

The accompanying notes are an integral part of these financial statements.

<PAGE>

<TABLE>
SUPERIOR SERVICES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT

Additional
Common Stock Paid-In Retained
Shares Amount Capital Earnings Total
(In Thousands, except share amounts)

<S> <C> <C> <C> <C> <C>
Balance at December 31, 1992 . . 390,000 $ 8 $ 5,022 $ 3,155 $ 8,185
Net income . . . . . . . . . . - - - 5,166 5,166
Convertible preferred stock
issuance costs . . . . . . . . - - (1,168) - (1,168)
Issuance of common stock . . . 915,205 18 21,603 - 21,621
Capital contributions . . . . . - - 221 - 221
Subchapter S distributions . . - - (1,103) - (1,103)
Twenty-for-one stock split . . 8,638,417 173 (173) - -
---------- --------- ---------- ---------- ---------
Balance at December 31, 1993 . . 9,943,622 199 24,402 8,321 32,922
Net loss . . . . . . . . . . . - - - (4,004) (4,004)
Issuance of common stock . . . 34,098 1 412 - 413
---------- ---------- ---------- ----------- ---------
Balance at December 31, 1994 . . 9,977,720 200 24,814 4,317 29,331
Net income . . . . . . . . . . - - - 7,585 7,585
Other . . . . . . . . . . . . . (90,905) (2) (912) - (914)
---------- ---------- --------- ---------- ----------
Balance at December 31, 1995 9,886,815 $ 198 $23,902 $11,902 $36,002
========== ========= ========== ========== =========
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>
SUPERIOR SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31
1993 1994 1995
(In Thousands)

Operating activities
Net income (loss) . . . . . . . . . . . . $ 5,166 $ (4,004) $ 7,585
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Estimated loss on disposition of
discontinued operations . . . . . . . - 5,940 -
Depreciation and amortization . . . . . 6,963 9,488 12,704
Deferred income taxes . . . . . . . . . 35 (1,556) (557)
(Gain) loss on sale of assets . . . . . - 630 (204)
Change in operating assets and
liabilities, net of effects of acquired
businesses:
Accounts receivable . . . . . . . . . (3,512) (1,556) (455)
Prepaid expenses and other current
assets . . . . . . . . . . . . . . . (1,482) 14 2,661
Accounts payable and accrued expenses 81 1,075 2,429

Disposal site closure and long-term
care obligation . . . . . . . . . . . 1,719 397 2,628
Other . . . . . . . . . . . . . . . . - - (1,101)
-------- -------- ---------
Net cash provided by operating
activities . . . . . . . . 8,970 10,428 25,690

Investing activities
Acquisition of businesses and landfill
under development, net of cash acquired (12,010) (5,323) (1,651)
Purchases of property and equipment . . . (12,368) (15,923) (11,552)
Proceeds from sale of discontinued
operations . . . . . . . . . . . . . . - - 4,295
Proceeds from sale of property and
equipment . . . . . . . . . . . . . . . - 2,047 1,471
Funds held in trust . . . . . . . . . . . - (1,755) (1,549)
-------- -------- --------
Net cash used in investing activities . (24,378) (20,954) (8,986)
Financing activities
Net decrease in short-term borrowings . . (3,052) - -
Proceeds from long-term debt . . . . . . 30,910 20,536 5,645

Payments of long-term debt . . . . . . . (19,230) (10,998) (23,010)
Issuance of convertible preferred stock,
net of issuance costs . . . . . . . . . 14,178 - -
Capital contributions . . . . . . . . . . 100 - -
Cash distributions to shareholders . . . (5,447) - -
-------- -------- ---------

Net cash provided by (used in) financing
activities . . . . . . . . . . . . . . 17,459 9,538 (17,365)
------- -------- --------
Net increase (decrease) in cash and cash
equivalents . . . . . . . . . . . . . . 2,051 (988) (661)

Cash and cash equivalents at beginning of
year . . . . . . . . . . . . . . . . . 971 3,022 2,034
------- -------- --------
Cash and cash equivalents at end of year $ 3,022 $ 2,034 $ 1,373
====== ======= =======

The accompanying notes are an integral part of these financial statements.

<PAGE>
SUPERIOR SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995

1. Organization and Basis of Presentation

Superior Services, Inc. (Superior or the Company) is an integrated
waste management services company providing a range of collection,
transfer, transportation, disposal and recycling services to generators of
solid waste and special waste, primarily in Wisconsin and adjacent states.

In October 1992, Superior entered into a merger agreement with the
shareholders of three groups of waste management companies (collectively,
the Predecessor Companies) whereby Superior acquired all the outstanding
shares of the Predecessor Companies in exchange for 7,800,000 shares of
Superior common stock (the Consolidation). In connection with the
Consolidation, certain notes payable to shareholders and officers and the
related accrued interest were contributed to capital by the Predecessor
Companies' shareholders and certain of the Predecessor Companies made cash
distributions to their shareholders. In addition, distributions of $1,28-
2,000 to certain of the Predecessor Companies' shareholders were recorded
in 1992 to reflect certain assets of the Predecessor Companies that were
not acquired by Superior. The Consolidation has been accounted for as a
combination of the Predecessor Companies at historical cost. The Company
determined that purchase accounting (as prescribed by Accounting
Principles Board Opinion No. 16) was not applicable to the Consolidation
as no one Predecessor Companies' shareholders acquired a controlling
ownership or management interest in the combined companies after the
Consolidation. Accordingly, assets and liabilities are reflected at their
historical values and the equity balances prior to 1993 reflect the
combined Predecessor Companies' balances.

The accompanying consolidated financial statements include the
accounts of Superior and its subsidiaries. All significant intercompany
transactions and balances have been eliminated.

Unaudited Pro Forma Shareholders' Investment

Pro forma amounts of shareholders' investment at December 31, 1995
have been presented to reflect the automatic conversion of the 331,789
shares of Series A Convertible Preferred Stock into 3,317,890 shares of
common stock upon closing of the public offering.

2. Accounting Policies and Selected Balance Sheet Information

Revenue Recognition

The Company generates revenue principally by providing collection,
transportation, recycling and disposal services to generators of solid and
special waste. Revenues are recorded as services are provided. Certain
customers are billed in advance and, accordingly, recognition of the
related revenues is deferred until the services are provided.

The Company grants credit to the majority of its customers. Potential
loss amounts associated with the granting of credit are included in
management's estimate of the allowance for doubtful accounts, $553,000 and
$676,000 at December 31, 1994 and 1995, respectively. It is not the policy
of the Company to require collateral from its customers in order to obtain
credit.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

December 31
1994 1995
(In Thousands)

Inventories and supplies $ 630 $ 688
Performance and bid bonds 1,254 574
Refundable income taxes 319 -
Deferred income taxes 760 507
Other prepaid expenses 1,220 1,057
------ ------
$4,183 $2,826
====== ======

Property and Equipment

Property and equipment are stated at cost. Depreciation for financial
reporting purposes is provided using the straight-line method over the
estimated useful lives of the respective assets.

Landfill costs, including engineering and other professional fees,
are amortized using the units-of-production method, which is calculated
using the total units of airspace filled during the year in relation to
total estimated permitted airspace capacity. The determination of airspace
usage and remaining airspace is an essential component in the calculation
of landfill asset depletion. This determination is performed by conducting
annual topographic surveys, typically done in the fourth quarter using
aerial survey techniques, of the Company's landfill facilities to
determine remaining airspace in each landfill. The surveys are reviewed by
the Company's consulting engineers, the Company's internal engineering
staff and its accounting staff. The reevaluation process did not
significantly impact results of operations for any year presented.

Engineering and legal fees paid to third parties incurred to obtain a
disposal facility permit are capitalized as landfill costs and amortized
over the estimated related airspace capacity. These costs are not
amortized until the permit is obtained and operations have commenced. If
the Company determines that the facility cannot be developed, these costs
are charged to expense.

Intangible Assets

Intangible assets primarily consist of goodwill and covenants not to
compete, acquired in business acquisitions. Goodwill is being amortized
over a 15- to 25-year period. Covenants not to compete are being amortized
over 3- to 10-year periods. Should events or circumstances occur
subsequent to the acquisition of a business which bring into question the
realizable value or impairment of the related goodwill, the Company will
evaluate the remaining useful life and balance of goodwill and make
appropriate adjustments in accordance with FASB Statement No. 121.

Intangible assets consist of the following:

December 31
1994 1995
(In Thousands)

Goodwill $ 6,513 $ 7,586
Covenants not to compete 4,701 4,317
Other 1,683 2,022
------ ------
12,897 13,925
Less accumulated amortization 2,577 2,965
------ ------
$10,320 $10,960
====== ======

Disposal Site Closure and Long-Term Care

The Company also has material financial obligations relating to
closure and post-closure costs (long-term care) or remediation of disposal
facilities it operates or for which it is or may become responsible. While
the precise amounts of these future obligations cannot be determined, at
December 31, 1995, the Company estimates the total costs to be
approximately $32 million for remediation, final closure of its current
operating facilities and post-closure monitoring costs pursuant to
applicable regulations (generally for a term of 30 to 40 years after final
closure). The Company's estimate of these costs is expressed in current
dollars and is not discounted to reflect anticipated timing of future
expenditures. The Company had accrued approximately $17,451,000 and
$20,079,000 for such projected costs at December 31, 1994 and 1995,
respectively. The Company will provide additional accruals based on
engineering estimates of consumption of airspace over the useful lives of
the facilities.

Restricted funds held in trust at December 31, 1994 and 1995, consist
of amounts on deposit with various regulatory bodies and an environmental
protection policy which support the Company's financial assurance
obligations for its facilities closure and post-closure cost.

Income Taxes

Effective January 1, 1993, Superior adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting
for Income Taxes." The adoption of SFAS No. 109 had no cumulative effect
on the financial position of the Company as of January 1, 1993.

Consolidated Statements of Cash Flows

For purposes of the consolidated statements of cash flows, all short-
term investments with maturities of three months or less are considered
cash equivalents. Supplemental disclosures of cash flow information for
each of the three years are as follows:

December 31
1993 1994 1995
(In Thousands)

Interest paid $1,875 $2,393 $2,949
Income taxes paid 2,992 1,820 4,680

The effects of noncash transactions related to business combinations
are disclosed in Note 4.

Earnings Per Share

Earnings per share (EPS) computations are based on the weighted
average number of shares of common stock outstanding and include the
dilutive effect of stock options using the treasury stock method (using
the initial public offering price of $11.50 per share). The weighted
average number of shares of common stock includes the effect of the
issuance of 3,317,890 shares of common stock upon the automatic conversion
of the outstanding Series A Convertible Preferred Stock upon closing of a
public offering. Shares of common stock held in escrow pursuant to the
indemnification agreements discussed in Note 10 are included in the number
of shares issued and outstanding for all years presented. The weighted
average number of shares of common stock has been adjusted to reflect the
one-for-two reverse stock split, effective upon the closing of a public
offering (See Note 7).

Pursuant to the Securities and Exchange Commission Staff Accounting
Bulletin No. 83, stock options granted by the Company during 1995 (12
months immediately preceding the initial filing of a Registration State-
ment) have been included as common stock equivalents as if they were
outstanding for all periods presented, whether or not dilutive, because
the sale or option price per share was below the IPO price per share.

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash and
cash equivalents, trade receivables, investments in closure trust funds,
trade payables and debt instruments. The book values of cash and cash
equivalents, trade receivables, investments in closure trust funds and
trade payables are considered to be representative of their respective
fair values. None of the Company's debt instruments that are outstanding
as of December 31, 1995, have readily ascertainable market values;
however, the carrying values are considered to approximate their
respective fair values. See Note 6 for the terms and carrying values of
the Company's various debt instruments.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.

Stock Compensation

The Company accounts for employee stock compensation (e.g., stock
options) in accordance with APB Opinion No. 25 (APB No. 25), "Accounting
for Stock Issued to Employees." Under APB No. 25, the total compensation
expense recognized is equal to the difference between the award's exercise
price and the underlying stock's market price (referred to as "intrinsic
value") at the measurement date, which is the first date that both the
exercise price and number of shares to be issued is known.

SFAS No. 123, "Accounting for Stock-Based Compensation," is effective
January 1, 1996. As permitted under SFAS No. 123, the Company has
tentatively decided to continue accounting for employee stock compensation
under the APB No. 25 rules, but will disclose pro forma results using the
new standard's alternative accounting treatment, which calculates the
total compensation expense to be recognized as the fair value of the award
at the date of grant for effectively all awards.

Pending Accounting Change

In March 1995, the Financial Accounting Standards Board (FASB) issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," which requires impairment losses to
be recorded on long-lived assets used in operations when indicators of
impairment are present and undiscounted cash flows estimated to be
generated by those assets are less than the assets carrying amount. SFAS
No. 121 also addresses the accounting for long-lived assets where disposal
is expected. The Company will adopt SFAS No. 121 in the first quarter of
1996 and, based on current circumstances, does not believe the effect of
adoption will be material.

Reclassifications

Certain reclassifications have been made to the 1993 and 1994
financial statements to conform to the 1995 presentation.

3. Discontinued Operations

As of September 30, 1994, Superior made the determination that
substantially all of its construction and biomedical waste operations
would be sold or closed in order to focus on its solid and special waste
operations. The sale or disposition of construction operations was
completed by the end of 1995. The sale of biomedical waste operations is
in final negotiations and is expected to be completed in the first quarter
of 1996.

During 1995, the equipment related to the construction operations was
sold at auction for approximately $4.3 million in cash. The estimated loss
on disposition of the discontinued operations for the year ended December
31, 1995, was $329,000, net of a tax benefit of $220,000, resulting from a
change in estimates regarding the realizable value of assets held for sale
and operating losses through the date of disposal.

The detail of net assets related to the discontinued operations which
have been segregated in the December 31, 1994 and 1995, consolidated
balance sheets is as follows:

December 31
1994 1995
(In Thousands)

Accounts receivable $ 1,982 $ 835
Property and equipment 6,182 881
Other assets 868 54
Accounts payable (720) (221)
Accrued liabilities (726) (461)
Long-term obligations (1,210) (239)
------ -----
$ 6,376 $ 849
====== =====

The operating results have been reported separately as discontinued
operations in the consolidated statements of operations, as follows:

December 31
1993 1994 1995
(In Thousands)

Revenues $6,408 $ 7,271 $ -
Interest allocated 346 295 -
Income (loss) before income taxes 93 (1,064) -
Income tax expense (benefit) 37 (371) -
Net income (loss) from discontinued
operations 56 (693)
Estimated loss on disposition
of discontinued operations,
net of tax - (5,042) (329)

Interest expense has been allocated based on the ratio of the
operating assets of the discontinued operations to the total operating
assets of Superior.

The estimated loss on disposition of the discontinued operations as
of December 31, 1994, includes approximately $4,650,000 of estimated
losses on disposition, net of income taxes of $1,290,000, and these
operations' operating losses incurred in the fourth quarter of 1994 and an
estimate of losses through the date of expected disposition of
approximately $392,000, net of income taxes of approximately $209,000.

Discontinued operations include management's best estimates of the
amounts expected to be realized on the sale of its construction and
biomedical waste operations. The estimates are based on an analysis of the
facilities, including recent sales comparisons to property and equipment.

4. Acquisitions

During 1995, the Company acquired four businesses which were
accounted for as purchases. The results of operations of the acquired
businesses have been included in the Company's consolidated financial
statements from their respective acquisition dates. Aggregate
consideration for these acquisitions was approximately $3.3 million,
consisting of $1,651,000 in cash and $1,609,000 in notes payable.

During 1994, the Company acquired six businesses, including one
operating landfill, which were accounted for as purchases. The results of
operations of the acquired businesses have been included in the Company's
consolidated financial statements from their respective acquisition dates.
Aggregate consideration for these acquisitions was approximately
$5,732,000, consisting of $5,323,000 in cash and 34,098 shares of common
stock.

During 1993, the Company acquired nine businesses and a landfill
under development which were accounted for as purchases. The results of
operations of the acquired businesses have been included in the Company's
consolidated financial statements from their respective acquisition dates.
Aggregate consideration for these acquisitions was approximately
$33,952,000, consisting of $12,010,000 in cash and 2,143,622 shares of
common stock. The landfill under development was partially owned by
certain of the Company's shareholders. These shareholders received
consideration of $3,794,000, consisting of $221,000 in cash and 464,480
shares of common stock.

The 1993, 1994 and 1995 acquisitions had the following effects on
cash (in thousands):

1993 1994 1995
Fair value of assets acquired
(net of cash received) $(53,909) $(10,601) $(3,260)
Fair value of liabilities assumed 20,278 4,865 -
------- -------- -------
(33,631) (5,736) (3,260)
Issuance of notes payable - - 1,609
Issuance of stock 21,621 413 -
-------- ------- --------
Net effect on cash $(12,010) $ (5,323) $ (1,651)
======== ======== ========

The fair value of assets acquired includes goodwill and covenants not
to compete valued at approximately $9.3 million, $1.6 million and $1.1
million in 1993, 1994 and 1995, respectively. The fair value of
liabilities assumed in 1993 and 1994 include approximately $5.7 million
and $3.2 million, respectively, related to long-term care and closure
liabilities of existing landfills.

As an integral part of certain acquisitions, the former shareholders
signed noncompetition agreements and, in certain situations, key
management members entered into employment agreements to continue in the
management of these businesses. Costs associated with these agreements are
charged to operations over their respective lives.

During 1995, 90,905 shares of common stock were returned to the
Company as the result of final valuations pertaining to previous
acquisitions. The Company retired these shares.

5. Property and Equipment

Property and equipment consists of the following:

December 31
1994
1995
(In Thousands)

Land and land improvements $ 47,150 $ 49,210
Buildings and leasehold improvements 8,776 11,081
Vehicles and equipment 51,744 59,428
------- -------
107,670 119,719
Less accumulated depreciation and
amortization 27,078 38,693
------- -------
$ 80,592 $ 81,026
======= =======

Landfill costs of approximately $43,800,000 and $46,580,000 are
included in land and land improvements at December 31, 1994 and 1995,
respectively. Landfill costs include land held for development,
representing various landfill properties with an aggregate cost of
approximately $23,595,000 and $24,635,000 at December 31, 1994 and 1995,
respectively, which is not being amortized. There was no interest
capitalized during 1993 or 1995 related to land being actively developed.
Interest of $332,000 was capitalized during 1994 related to land being
actively developed.

6. Long-Term Debt

Long-term debt consists of the following:

December 31
1994 1995
(In Thousands)

Revolving credit facility $28,043 $16,500
Equipment loan facilities 9,959 5,688
Industrial revenue bonds at fixed
interest rates of 9.00% to 9.50% 738 588
Equipment loans payable at fixed rates
of 6.9% to 10.2% 531 310
Other 542 333
------- -------
Total long-term debt 39,813 23,419
Less current maturities 4,019 3,251
------- -------
$35,794 $20,168
======= =======

The Company's revolving credit facility provides for a borrowing
capacity up to a maximum of $50,000,000, including letters of credit.
Availability under this facility is based on the Company's liquidity, cash
flow and leverage. Interest is payable monthly based on the agent bank's
base rate, or quarterly based on a Eurodollar borrowing rate plus a
margin, depending upon how advances are drawn. The facility had a weighted
average interest rate of 9.10% and 9.03% at December 31, 1994 and 1995,
respectively, and matures in September 1998. In addition to the
outstanding borrowings, the Company had approximately $323,000, and
$1,257,000 in letters of credit issued under the facility at December 31,
1994 and 1995, respectively. This facility is collateralized by
substantially all of the Company's assets. The facility has provisions for
the maintenance of certain financial ratios and other requirements,
including a prohibition on the payment of cash dividends.

At December 31, 1994 and 1995, the Company had borrowings outstanding
under equipment loan facilities with a weighted average interest rate of
6.78% and 7.09%, respectively. Principal and interest payments are due
monthly with maturities of up to five years.

Maturities of long-term debt, including amounts under the revolving
credit facility, for each of the years succeeding December 31, 1995, are
as follows (in thousands):

Year ending December 31:
1996 $ 3,251
1997 1,540
1998 17,827
1999 606
2000 11
Thereafter 184

7. Preferred Stock and Shareholders' Investment

Preferred Stock

Superior is authorized to issue up to 500,000 shares of preferred
stock which the Board of Directors has designated as Series A Convertible
Preferred Stock (Series A Preferred Stock). In February 1993, the Company
issued 331,789 shares of Series A Preferred Stock for $15,000,000 to an
investor group pursuant to a Series A Convertible Preferred Stock Purchase
Agreement (the Agreement). The Series A Preferred Stock is entitled to 10%
cumulative annual dividends ($4,375,000 at December 31, 1995), which have
not been declared or recorded. The Series A Preferred Stock is convertible
into common stock of Superior (3,317,890 shares at December 31, 1995). The
Series A Preferred Stock is redeemable at the option of the holder com-
mencing in 1998 and is mandatorily redeemable in the event of a qualified
public offering, as defined; however, contingent upon the closing of the
Company's proposed 1996 qualified public offering, all of the holders have
irrevocably exercised their conversion rights prior to such redemption.
Upon the conversion of the Series A Preferred Stock in connection with a
public offering, all cumulative dividends are to be defeased.

The terms of the Agreement also provide to the preferred stockholders
rights to elect, as a class, two directors; veto rights over certain
corporate actions; option rights and preferential registration rights. The
option rights currently provide the preferred shareholders with an option
to acquire 162,500 shares of common stock at $7.70 per share.

Common Stock

In September 1993, Superior's Board of Directors authorized a 20-for-
1 stock split. On January 5, 1996, the Company's Board of Directors
declared a one-for-two reverse stock split, effective on the date of a
public offering. All common shares, per share, weighted average shares
outstanding and stock option data have been adjusted to reflect these
stock splits.

Stock Options

On September 16, 1993, Superior adopted an incentive stock option
plan (the ISO Plan) under which options for the purchase of up to 335,000
shares may be granted at exercise prices no less than the estimated fair
market value of the common stock on the date of grant. The options
generally become exercisable 25% after one year and an additional 6.25%
for each quarter thereafter. After four years, all options are
exercisable. At December 31, 1995, there were 223,795 shares available for
grants under the ISO Plan. The Company has also issued options under a
nonqualified stock option plan to certain of its executives. These options
have various vesting schedules.

Transactions with respect to these plans for each of the three years
in the period ended December 31, 1995, are summarized as follows:

<TABLE>
<CAPTION>
Nonqualified Plan ISO Plan
Price Number Price Number
Range of Shares Range of Shares

<S> <C> <C> <C> <C>
Outstanding at December 31, 1992 $ 7.70 432,760 $ - -
Granted 7.70 182,040 12.00 112,839
--------- ------- ---------- -------
Outstanding at December 31, 1993 7.70 614,800 12.00 112,839
Granted - - 12.00 60,417
Canceled - - 12.00 (29,583)
---------- ------- ---------- -------
Outstanding at December 31, 1994 7.70 614,800 12.00 143,673
Granted 7.70-11.00 542,893 7.70-12.00 34,573
Canceled 7.70 (203,650) 12.00 (67,041)
---------- -------- ---------- -------
Outstanding at December 31, 1995 $7.70-11.00 954,043 $7.70-12.00 111,205
========== ======== ========== =======
Shares exercisable at
December 31, 1995 904,213 52,408
======== =======
</TABLE>

8. Employee Benefit Plans

Prior to April 1, 1994, the Company had certain defined contribution
plans resulting from the merger of the Predecessor Companies which covered
substantially all of their employees and provided for discretionary
contributions. Effective April 1, 1994, the Company adopted a contributory
401(k) plan that covers substantially all of its employees. Contributions
made by the Company under the various plans were $169,000, $164,000 and
$205,000, for the years ending December 31, 1993, 1994 and 1995,
respectively.

9. Income Taxes

The provisions for income taxes attributable to continuing operations
for the years ended December 31, consist of the following:

1993 1994 1995
(In Thousands)

Current:
Federal $2,384 $ 998 $4,805
State 924 634 1,239
----- ------ -----
3,308 1,632 6,044
Deferred:
Federal 246 18 (344)
State (211) (261) (91)
------ ------ ------
35 (243) (435)
------ ------ ------
Total $3,343 $1,389 $5,609
====== ====== ======

The difference in the provisions for income taxes attributable to
continuing operations and the amounts determined by applying the federal
statutory rate of 34% for 1993 and 1994, and 35% for 1995, to income from
continuing operations before income taxes for the years ended December 31
are as follows:

1993 1994 1995
(In Thousands)

Tax at statutory rate $2,874 $1,061 $4,733
State income taxes 469 246 698
Other - 82 178
----- ----- -----
$3,343 $1,389 $5,609
===== ===== =====

Deferred income taxes reflect the impact of temporary differences
between the amounts of assets and liabilities recognized for financial
reporting purposes and such amounts recognized for income tax purposes.

The deferred income tax balances consist of the following:

December 31
1994 1995
(In Thousands)
Deferred tax liabilities:
Property and equipment
basis differences $15,125 $13,474
Cash to accrual adjustment 438 220
Other 395 532
------- --------
Total deferred tax liabilities 15,958 14,226
Deferred tax assets:
Closure and long-term care obligations 1,679 1,742
Expenses and provisions for losses
on discontinued operations not
currently deductible 1,440 -
Other expenses not currently deductible 740 958
State and federal net operating loss
carryforwards 599 470
Other 104 217
------- -------
Total deferred tax assets 4,562 3,387

Valuation allowance for deferred
tax assets (235) (235)
------- -------
Net deferred tax assets 4,327 3,152
------- -------
Net deferred tax liabilities $11,631 $11,074
======= =======

The Company increased its valuation allowance for deferred tax assets
by $235,000 during 1994. At December 31, 1995, the Company has net
operating loss carryforwards of approximately $9.4 million for state
income tax purposes which expire in 2008 and 2009.

10. Commitments and Contingencies

Rent expense under operating leases was $259,000 in 1993, $443,000 in
1994 and $400,000 in 1995. The following is a schedule by years of future
minimum rental payments required under the various operating leases that
have initial or remaining noncancelable lease terms in excess of one year
as of December 31, 1995 (in thousands):

Year ending December 31:
1996 $272
1997 186
1998 116
1999 10
2000 5

The Consolidation agreement entitles certain shareholders to receive
additional consideration from the Company in the event of future permitted
landfill expansion at two sites. For permitted vertical expansion, the
additional consideration is $2.00 per cubic yard, less associated
permitting costs. For permitted horizontal expansion, the additional
consideration is $.40 per cubic yard, less associated permitting costs,
not to exceed $2,000,000 per site. As of December 31, 1995, there has been
no permitted expansion at either landfill site.

In connection with certain landfill acquisitions, the sellers are
entitled to receive additional consideration from the Company, if
regulatory approval, as defined, is obtained for expansions of permitted
air space. For permitted vertical and horizontal expansion, the additional
consideration varies between approximately $.40 and $.80 per cubic yard,
less associated costs. These amounts, if any, will be capitalized when
paid or payable as additional purchase price. As of December 31, 1995,
there has been no permitted expansion at any of these landfill sites.

Two of the Company's subsidiaries have been named by the Wisconsin
Department of Natural Resources (WDNR) as potentially responsible parties
(PRPs) as a result of their use of a closed landfill. The closed landfill
has been identified by the WDNR to have caused groundwater contamination,
including the contamination or potential contamination of local drinking
water wells. The Company's subsidiaries allegedly transported industrial
waste for third party generators to the site in the 1970's. A group of
PRPs has conducted an extensive investigation of the environmental
conditions at the site and performed interim remedial action including the
installation of an improved landfill cap. In January 1994, the WDNR issued
notices to the PRPs, including the Company's subsidiaries, requiring that
they agree to undertake additional remedial action, including the exten-
sion of a municipal water supply system to replace the contaminated wells.
As of December 31, 1995, total costs for the investigation of
environmental conditions at the site and interim remedial action performed
to date have been approximately $2.0 million, and the WDNR has estimated
the total costs of future phases of remediation at the site will be
approximately $4.0 million. The PRPs have not agreed to the plan for
either additional interim action or final remedial action nor have the
Company's subsidiaries negotiated their allocable share of the cost of
interim or final remediation action with the other PRPs. The Company's
subsidiaries' allocable share of these costs cannot be reasonably
estimated. In addition, the subsidiaries have been named as defendants in
a suit commenced by a group of residents living in the vicinity of the
landfill which suit alleges that private drinking water wells have been
contaminated by the releases of pollutants from the site. Under the terms
of the Consolidation Agreement, the Company is entitled to indemnification
in various limited and unlimited amounts from the former shareholders of
the subsidiaries against liabilities arising out of the site. Such
indemnification obligations are secured by escrowed Common Stock issued in
the Consolidation. In addition, the Company's subsidiaries have tendered
the defense of the residents' suit to the general liability insurance
carriers which provided coverage during the relevant periods. One of the
insurers has accepted the defense of the subsidiaries in the residents'
suit, subject to a reservation of rights. Neither the total costs of
remediation at the site nor the subsidiaries' potential liability in the
residents' suit can be reasonably estimated as of the date of this report.
The Company has not established a specific financial reserve for potential
costs relating to this remediation or the residents' suit. The Company
currently believes that ultimate resolution of these matters will not have
a material adverse effect on the Company's financial condition or results
of operations.

In connection with an acquisition in March 1993, the Company was
required to accept the transfer of an adjacent closed landfill that is
listed on the National Priorities List (NPL). A remedial investigation
performed by the PRPs (including the Company) has determined the scope and
nature of the contamination at the site and the PRPs have submitted a
feasibility study to the EPA and WDNR which describes the alternatives for
remediating the associated groundwater contamination. The WDNR has
formally approved the remedial alternative recommended by the PRPs which
calls for the installation of two to four additional gas extraction wells
(which would be connected to the existing gas extraction system at the
site) and continued groundwater monitoring. As of December 31, 1995, the
estimated one-time capital costs for the additional extraction wells was
$107,000, together with estimated annual operating, maintenance and
monitoring costs for the new extraction wells, the landfill cap, the
existing gas extraction system and groundwater monitoring system of
$90,000. The operating duration of the proposed remediation is uncertain,
but could be 30 years or longer. In December 1995, the Company entered
into a settlement agreement with certain of the PRPs which allocates the
costs of the remediation. Under the settlement agreement, two generator
PRPs agreed to contribute a total of 38% of future costs for remedial
action and the annual operating, maintenance, and monitoring costs related
to the site. Additional generator PRPs may join in the settlement
agreement, which would further reduce the share of costs allocated to the
Company and the former owners of the closed landfill. The seller has
agreed to indemnify the Company up to $2.8 million for any site
liabilities, including the annual costs of operating, maintaining and
monitoring the closed landfill and any costs the Company may incur as a
PRP. The seller's potential indemnification obligation is collateralized
currently by 266,667 shares of the Company's stock held in escrow. The
$2.8 million recoverable from the seller is included in other assets. The
Company has established reserves which it believes are adequate to cover
the estimate of identified potential remediation costs.

The Company carries a range of insurance, including a commercial
general liability policy and a property damage policy. The Company
maintains a limited environmental impairment liability policy on its
landfills and transfer stations that provides coverage, on a "claims made"
basis, against certain third party off-site environmental damage. There
can be no assurance that the limited environmental impairment policy will
remain in place or provide sufficient coverage for existing, but not yet
known, third party, off-site environmental liabilities. The Company is
also a party to various legal proceedings arising in the normal course of
business. The Company believes that the ultimate resolution of these other
matters will not have a material adverse effect on the Company's financial
condition or results of operations.

11. Related-Party Transaction

At December 31, 1994 and 1995, the Company has notes receivable
outstanding from certain of its shareholders, officers and other
affiliates of $1,878,000 and $1,007,000, respectively, included in other
assets.

The Company purchases trucking and other related services from Edler
& Sons Trucking and Excavating, Edler Brothers Trucking, and certain other
affiliates of Gary G. Edler and his immediate family. Mr. Edler is an
executive officer and director of the Company. For such services, the
Company (and its predecessors) paid such entities, in the aggregate
$160,789 in 1993, $196,275 in 1994 and $671,534 in 1995. The Company be-
lieves such arrangements were on terms no less favorable to the Company
than could be obtained from an unaffiliated third party.

SUPERIOR SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share and Per Share Amounts)

December 31, March 31,
1995 1996
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $1,373 $18,875
Trade accounts receivable 14,518 14,443
Prepaid expenses and other current
assets 2,826 2,523
Net assets of discontinued operations 849 920
------- -------
Total current assets 19,566 36,761

Property and equipment, net 81,026 80,995
Restricted funds held in trust 7,009 7,613
Other assets 4,202 4,256
Intangible assets, net 10,960 11,455
------- -------
Total assets $122,763 $141,080
======= =======
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
Current maturities of long-term debt $3,251 $2,048
Trade accounts payable 4,737 4,155
Accrued payroll and related expenses 2,329 1,398
Other accrued expenses 3,494 3,849
Accrued income taxes 1,045 508
------- -------
Total current liabilities 14,856 11,958

Long-term debt, net of current maturities 20,168 1,952
Disposal site closure and long-term care
obligations 20,079 20,680
Deferred income taxes 11,581 11,297
Other liabilities 5,077 5,596

Commitments and Contingencies

Convertible preferred stock 15,000 -

Shareholders' investment:
Common stock, $.01 par value; 100,000,000
shares authorized; 9,886,815 and
16,737,205 issued and outstanding,
respectively 198 167

Additional paid-in capital 23,902 76,163
Retained earnings 11,902 13,267
-------- --------
Total shareholders' investment 36,002 89,597
-------- --------
Total liabilities and shareholders'
investment $122,763 $141,080

The accompanying notes are an integral part of these financial statements.

<PAGE>
SUPERIOR SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Share and Per Share amounts)
(Unaudited)

For the three months ended March 31,
1995 1996

Revenues $20,341 $22,315

Expenses:
Cost of operations 11,259 12,378
Selling, general and administrative
expenses 3,643 4,060
Depreciation and amortization 2,776 3,432
------- -------
17,678 19,870
------- -------
Operating income from continuing operations 2,663 2,445

Other income (expense):
Interest expense (851) (390)
Other income 423 268
------- -------
Income from continuing operations before
income taxes 2,235 2,323
Provision for income taxes 944 958
------- -------
Income from continuing operations 1,291 1,365

Discontinued operations:
Income from disposition of discontinued
operations, net of income tax 5 -
------- -------
Net income $ 1,296 $1,365
======= =======
Earnings per share:
Income from continuing operations $0.09 $0.10
Income from discontinued operations - -
------ ------
Net income $0.09 $0.10
===== =====
Weighted average number of common and
common equivalent shares outstanding 13,586,524 14,082,519
========== ==========

The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
SUPERIOR SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF SHAREHOLDERS' INVESTMENT
(In Thousands, Except Share Amounts)
(Unaudited)
<CAPTION>

Additional

Common Stock Paid-In Retained
Shares Amount Capital Earnings Total

<S> <C> <C> <C> <C> <C>
Balance at December 31, 1995 9,886,815 $99 $24,001 $11,902 $36,002
Net Income - - - 1,365 1,365
Conversion of convertible
preferred stock 3,317,890 33 14,967 - 15,000
Issuance of common stock,
net 3,532,500 35 37,195 - 37,230
---------- ------ ------ ------- -------
Balance at March 31, 1996 16,737,205 $167 $76,163 $13,267 $89,597
========== ====== ====== ======= =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>
SUPERIOR SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)

For the three months
ended March 31,
1995 1996
OPERATING ACTIVITIES
Net income $1,296 $1,365
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,776 3,432
Deferred income taxes - (284)
Gain on sale of assets (205) (128)
Changes in operating assets and liabilities,
net of effects of acquired businesses:
Accounts receivable (160) 577
Prepaid expenses and other current assets 1,562 304
Accounts payable and accrued expenses (645) (2,260)
Disposal site closure and long-term care
obligation 527 601
Other (1,029) (14)
------- -------
Net cash provided by operating activities 4,122 3,593

INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired (23) (600)
Purchases of property and equipment (2,758) (2,847)
Proceeds from sale of property and equipment 435 188
Funds held in trust - (604)
------- --------
Net cash used in investing activities (2,346) (3,863)

FINANCING ACTIVITIES
Net decrease in short-term borrowings (59) (1,203)
Proceeds from long-term debt - -
Payments of long-term debt (1,979) (18,255)
Issuance of common stock, net of issuance costs - 37,230
-------- --------
Net cash provided by (used in) financing
activities (2,038) 17,772

Net increase (decrease) in cash and cash
equivalents (262) 17,502

Cash and cash equivalents at beginning
of year 2,034 1,373
------- --------
Cash and cash equivalents at end of year $1,772 $18,875
====== =======

The accompanying notes are an integral part of these financial statements.

<PAGE>
SUPERIOR SERVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. Organization and Basis of Presentation

Superior Services, Inc. ("Superior" or the "Company") is a regional
integrated solid waste services company providing solid waste collection,
transfer, recycling, and disposal services to customers primarily in
Wisconsin and also in parts of Minnesota, Illinois, Iowa, and Michigan.
The condensed consolidated financial statements included herein have been
prepared by the Company without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC"). As
applicable under such regulations, certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted. The Company believes that the presentations and
disclosures in the financial statements included herein are adequate to
make the information not misleading. The financial statements reflect all
elimination entries and normal adjustments which are necessary for a fair
statement of the results for the interim periods presented. Operating
results for interim periods are not necessarily indicative of the results
for full years or other interim periods. It is suggested that the
condensed consolidated financial statements included herein be read in
conjunction with the consolidated financial statements of Superior for the
year ended December 31, 1995 and the related notes thereto (the "Financial
Statements") included elsewhere herein.

The accompanying condensed consolidated financial statements include
the accounts of Superior and its subsidiaries. All significant
intercompany transactions and balances have been eliminated. Certain
reclassifications have been made to the 1995 financial statements to
conform to the 1996 presentation.

2. Significant Accounting Policies

There have been no significant additions to or changes in accounting
policies of the Company since December 31, 1995. For a description of
these policies, see Note 2 of Notes to Consolidated Financial Statements
included elsehwere herein.

3. Discontinued Operations

In May 1996, the Company completed the sale of the customer contracts
and certain assets of its biomedical waste collection, transportation, and
disposal operations for approximately $750,000. The biomedical waste
operations have been reported as discontinued since September 1994. No
material adjustments have been required to the estimated loss on
disposition of these operations recorded at that time.

4. Acquisitions

In late March 1996, the Company acquired two solid waste collection
businesses which were accounted for as purchases. Aggregate consideration
for these acquisitions was approximately $850,000, consisting of $600,000
in cash and $250,000 in notes payable. These acquisitions have been
accounted for as purchases and, accordingly, the results of their
operations have been included in the Company's financial statements from
their respective dates of acquisition. Pro forma results of operations
are not presented as the amounts do not differ significantly from
historical Company results.

5. Shareholders' Investment

In March 1996, the Company completed an initial public offering in
which it issued 3,532,500 shares of common stock at a price of $11.50 per
share resulting in net proceeds after deduction of underwriting discounts
and commissions and other offering expenses to the Company of
approximately $37,230,000.

A one-for-two reverse stock split declared by the Company's Board of
Directors became effective on March 8, 1996, the effective date of the
initial public offering of the Company's common stock.

Pursuant to the Series A Convertible Preferred Stock Purchase
Agreement, the Series A Preferred Stock holders exercised their rights to
convert their preferred stock into 3,317,890 shares of common stock at the
time of the offering. Upon the conversion, all cumulative dividends in
connection with the Preferred Stock were defeased.

On March 8, 1996, the Company granted employees incentive stock
options exercisable for 135,000 shares of common stock at an $11.50 per
share exercise price. These options generally become exercisable 25%
after one year and an additional 6.25% for each quarter thereafter. The
Company also granted non-qualified stock options exercisable for a total
of 40,000 common shares at an $11.50 per share exercise price to newly
elected independent directors serving on the Company's Board of Directors.
These options vest ratably over an approximate three-year period.

6. Commitments and Contingencies

Two of the Company's subsidiaries have been named by the Wisconsin
Department of Natural Resources (WDNR) as potentially responsible parties
(PRPs) as a result of their use of a closed landfill. The closed landfill
has been identified by the WDNR to have caused groundwater contamination,
including the contamination or potential contamination of local drinking
water wells. The Company's subsidiaries allegedly transported industrial
waste for third party generators to the site in the 1970's. A group of
PRPs has conducted an extensive investigation of the environmental
conditions at the site and performed interim remedial action including the
installation of an improved landfill cap. In January 1994, the WDNR
issued notices to the PRPs, including the Company's subsidiaries,
requiring that they agree to undertake additional remedial action,
including the extension of a municipal water supply system to replace the
contaminated wells. As of March 31, 1996, total costs for the
investigation of environmental conditions at the site and interim remedial
action performed to date have been approximately $2.0 million, and the
WDNR has estimated the total costs of future phases of remediation at the
site will be approximately $4.0 million. The PRPs have not agreed to the
plan for either additional interim action or final remedial action nor
have the Company's subsidiaries negotiated their allocable share of the
cost of interim or final remediation action with the other PRPs.
Therefore, the Company's subsidiaries' allocable share of these costs
cannot be reasonably estimated at this time. In addition, the
subsidiaries have been named as defendants in a suit commenced by a group
of residents living in the vicinity of the landfill which suit alleges
that private drinking water wells have been contaminated by the releases
of pollutants from the site. The Company is entitled to indemnification
in various limited and unlimited amounts from the former shareholders of
the subsidiaries against liabilities arising out of the site. Such
indemnification obligations are secured by escrowed Common Stock. In
addition, the Company's subsidiaries have tendered the defense of the
residents' suit to the general liability insurance carriers which provided
coverage during the relevant periods. One of the insurers has accepted the
defense of the subsidiaries in the residents' suit, subject to a
reservation of rights. Neither the total costs of remediation at the site
nor the subsidiaries' potential liability in the residents' suit can be
reasonably estimated as of the date of this report. The Company has not
established a specific financial reserve for the potential costs relating
to this remediation or the residents' suit. The Company currently
believes that ultimate resolution of these matters will not have a
material adverse effect on the Company's financial condition or results of
operations.

In connection with an acquisition in March 1993, the Company was
required to accept the transfer of an adjacent closed landfill that is
listed on the National Priorities List (NPL). A remedial investigation
performed by the PRPs (including the Company) has determined the scope and
nature of the contamination at the site and the PRPs have submitted a
feasibility study to the Environmental Protection Agency and WDNR which
describes the alternatives for remediating the associated groundwater
contamination. The WDNR has formally approved the remedial alternative
recommended by the PRPs which calls for the installation of two to four
additional gas extraction wells (which would be connected to the existing
gas extraction system at the site) and continued groundwater monitoring.
As of March 31, 1996, the estimated one-time capital costs for the
additional extraction wells was $107,000, together with estimated annual
operating, maintenance and monitoring costs for the new extraction wells,
the landfill cap, the existing gas extraction system and groundwater
monitoring system of $90,000. The operating duration of the proposed
remediation is uncertain, but could be 30 years or longer. In December
1995, the Company entered into a settlement agreement with certain of the
PRPs which allocates the costs of the remediation. Under the settlement
agreement, two generator PRPs agreed to contribute a total of 38% of
future costs for remedial action and the annual operating, maintenance,
and monitoring costs related to the site. Additional generator PRPs may
join in the settlement agreement, which would further reduce the share of
costs allocated to the Company and the former owners of the closed
landfill. The seller has agreed to indemnify the Company up to $2.8
million for any site liabilities, including the annual costs of operating,
maintaining and monitoring the closed landfill and any costs the Company
may incur as a PRP. The seller's potential indemnification obligation is
collateralized currently by 266,677 shares of the Company's common stock
held in escrow. The $2.8 million recoverable from the seller is included
in other assets. The Company has established reserves which it believes
are adequate to cover the estimate of identified potential remediation
costs.

The Company carries a range of insurance, including a commercial
general liability policy and a property damage policy. The Company
maintains a limited environmental impairment liability policy on its
landfills and transfer stations that provides coverage, on a "claims made"
basis, against certain third party off-site environmental damage. There
can be no assurance that the limited environmental impairment policy will
remain in place or provide sufficient coverage for existing, but not yet
known, third party, off-site environmental liabilities. The Company is
also a party to various legal proceedings arising in the normal course of
business. The Company believes that the ultimate resolution of these
other matters will not have a material adverse effect on the Company's
financial condition or results of operations.

<PAGE>

No person has been authorized to give information or make any
representation not contained or incorporated by reference in this
Prospectus in connection with the offer made hereby. If given or
made, such information or representation must not be relied upon as
having been authorized by the Company, any Selling Shareholders, or
any underwriter, agent or dealer. This Prospectus does not constitute
an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it
is unlawful to make such offer in such jurisdiction. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.

TABLE OF CONTENTS
Page

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

PRICE RANGE OF COMMON STOCK . . . . . . . . . . . . . . . . . . . 14

DIVIDEND POLICY . . . . . . . . . . . . . . . . . . . . . . . . . 14

SELECTED CONSOLIDATED FINANCIAL AND
OPERATING DATA . . . . . . . . . . . . . . . . . . . . . . . . 15

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 16

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . 60

OUTSTANDING SECURITIES COVERED BY
THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . 64

VALIDITY OF SECURITIES . . . . . . . . . . . . . . . . . . . . . 65

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . 65

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . F-1

2,500,000 SHARES

[LOGO]

COMMON STOCK

_____________
PROSPECTUS

___________, 1996

<PAGE>

FINANCIAL STATEMENT SCHEDULE INDEX

Form S-4
Page

Independent Auditor's Report on Financial Statement Schedule . S-2
Schedule II - Valuation and Qualifying Accounts . . . . . . . . S-3

All other schedules are omitted since the required information
is not present or is not present in amounts sufficient to require
submission of the schedules, or because the information required is
included in the consolidated financial statements and notes thereto.

<PAGE>

INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENT SCHEDULE

The Board of Directors
Superior Services, Inc.

We have audited the consolidated financial statements of
Superior Services, Inc. as of December 31, 1995 and 1994 and for each of
the three years in the period ended December 31, 1995, and have issued our
report thereon dated February 2, 1996 (included elsewhere in this
Registration Statement). Our audits also included the financial statement
schedule listed in Item 16(b) of the Registration Statement. This
schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to
above, when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the information set
forth therein.

ERNST & YOUNG LLP

Milwaukee, Wisconsin
February 2, 1996

<PAGE>

<TABLE>
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

SUPERIOR SERVICES, INC.
(In Thousands)
<CAPTION>

COL. A COL. B COL. C COL. D COL. D
ADDITIONS
(1)
Balance at Charged to (2)
Beginning of Costs and Charged to Balance at End
DESCRIPTION Period Expenses Other Accounts Deductions of Period

<S> <C> <C> <C> <C> <C>
Year ended December 31, 1995
Allowance for doubtful
accounts . . . . . . . $ 553 $ 718 $ (20) $ 575 $ 676
Closure and long-term care
obligations . . . . . . 17,451 2,688 98 158 20,079
------ ------ ------ ------ -------
$18,004 $3,406 $ 78 $ 733 $20,755
====== ===== ====== ====== =======

Year ended December 31, 1994

Allowance for doubtful
accounts . . . . . . . . $ 383 $ 751 $ 4 $ 585(1)(5) $ 553

Closure and long-term care
obligations . . . . . . 13,821 2,298 3,402(3) 2,070 17,451
------ ----- ------ ----- -------
$14,204 $3,049 $3,406 $2,655 $18,004
====== ===== ===== ===== ======
Year ended December 31,
1993:

Allowance for doubtful
accounts . . . . . . . . $ 321 $ 124 $ 24(2) $ 86(1) $ 383

Closure and long-term care
obligations . . . . . . 6,301 1,182 6,364(3) 26(4) 13,821
------ ------ ------ ------ -------

$ 6,622 $1,306 $3,588 $ 112 $14,204
====== ====== ====== ====== =======
<FN>
_______________

(1) Doubtful accounts written off.
(2) Assumed in acquisitions.
(3) Represents balances assumed in acquisitions.
(4) Costs incurred for closure and long-term care of closed landfills.
(5) Includes $112 of allowances resolved in the disposition of a business
unit.
</TABLE>

<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Pursuant to the Wisconsin Business Corporation Law and the
Company's Restated By-Laws, directors and officers of the Company are
entitled to mandatory indemnification from the company against certain
liabilities and expenses (i) to the extent such officers or directors are
successful in the defense of a proceeding; and (ii) in proceedings in
which the director or officer is not successful in defense thereof, unless
(in the latter case only) it is determined that the director or officer
breached or failed to perform his duties to the Company and such breach or
failure constituted: (a) a willful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (b) a violation
of the criminal law unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. The Wisconsin Business Corporation Law specifically states
that it is the public policy of Wisconsin to require or permit
indemnification, allowance of expenses and insurance in connection with a
proceeding involving securities regulation, as described therein, to the
extent required or permitted as described above. Additionally, under the
Wisconsin Business Corporation Law, directors of the Company are not
subject to personal liability to the Company, its shareholders or any
person asserting rights on behalf thereof for certain breaches or failures
to perform any duty resulting solely from their status as directors,
except in circumstances paralleling those in subparagraphs (a) through (d)
outlined above.

Expenses for the defense of any action for which indemnification
may be available are required to be advanced by the Company under certain
circumstances.

The Company also maintains director and officer liability
insurance against certain claims and liabilities which may be made against
the Company's former, current or future directors or officers.

The indemnification provided by the Wisconsin Business
Corporation Law and the Company's Restated By-Laws is not exclusive of any
other rights to which a director or officer may be entitled. The general
effect of the foregoing provisions may be to reduce the circumstances
under which an officer or director may be required to bear the economic
burden of the foregoing liabilities and expense.

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits. The exhibits filed herewith are as specified on
the Exhibit Index included herein.

(b) Financial Statement Schedule. The financial statement
schedule filed herewith is as specified on the Financial Statement
Schedule Index included herein.

Item 22. Undertakings

(A) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed by
the Act and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

(B) The undersigned registration hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
for the most recent post-effective amendment thereof) which
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;

(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(C) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(D) To respond to requests for information that is incorporated
by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of
this form, within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent
to the effective date of the registration statement through the date of
responding to the request.

(E) To supply by means of a post-effective amendment all
information concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in the
registration statement when it became effective, except where the
transaction in which the securities being offered pursuant to this
registration statement would be exempt from registration (but for the
possibility of integration) and which have an immaterial effect on the
registrant.

(F) That prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is part of this
Registration Statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes that
such reoffering prospectus will contain the information called for by the
applicable registration form with respect to reofferings by persons who
may be deemed underwriters, in addition to the information called for by
the other items of the applicable form.

(G) That every prospectus (i) that is filed pursuant to
paragraph (1) immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of
an amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of West
Allis, and State of Wisconsin, on this 20th day of June, 1996.

SUPERIOR SERVICES, INC.

By: /s/ G. William Dietrich
G. William Dietrich
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of June 20, 1996 by the
following persons in the capacities indicated. Each person whose
signature appears below constitutes and appoints G. William Dietrich,
George K. Farr and Peter J. Ruud, and each of them individually, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and al amendments
(including post-effective amendments) to this Registration Statement and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
either of them, or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

/s/Joseph P. Tate /s/G. William Dietrich /s/George K. Farr
Joseph P. Tate G. William Dietrich George K. Farr
Chairman of the Board President, Chief Chief Financial Officer
and Director Executive Officer and (Principal Financial
Director (Principal and Accounting
Executive Officer) Officer)

/s/Gary G. Edler /s/Walter G. Winding /s/Francis J. Podvin
Gary G. Edler Walter G. Winding Francis J. Podvin
Vice President and Director Director
Director

/s/Stephen G. Woodsum /s/Donald Taylor
Stephen G. Woodsum Donald Taylor
Director Director

<PAGE>
SUPERIOR SERVICES, INC.

EXHIBIT INDEX

Sequential
Exhibit Page
Number Exhibit Description Number
2.0 Consolidation Agreement dated October 27, 1992,
as amended (incorporated by reference to Exhibit
2.0 to the Company's Form S-1 Registration
Statement (Reg. No. 333-240) filed on January 11,
1996)

2.1 Agreement and Plan of Reorganization, dated as of
November 18, 1993, among the Company, Emerald
Park, Inc. and certain other parties
(incorporated by reference to Exhibit 2.1 to the
Company's Form S-1 Registration Statement (Reg.
No. 333-240) filed on January 11, 1996)

2.2 Stock Purchase Agreement, dated as of November
18, 1993, between the Company and Creative
Resource Ventures, Ltd. (incorporated by
reference to Exhibit 2.2 to the Company's Form S-
1 Registration Statement (Reg. No. 333-240) filed
on January 11, 1996)

2.3 Stock Purchase Agreement, dated as of July 18,
1994 among the Company, Forest City Road
Landfill, Inc. and certain other parties
(incorporated by reference to Exhibit 2.3 to the
Company's Form S-1 Registration Statement (Reg.
No. 333-240) filed on January 11, 1996)

3.0 Restated Articles of Incorporation (incorporated
by reference to Exhibit 3.0 to the Company's Form
S-1 Registration Statement (Reg. No. 333-240)
filed on January 11, 1996)

3.1 Restated By-Laws (incorporated by reference to
Exhibit 3.1 to the Company's Form S-1
Registration Statement (Reg. No. 333-240) filed
on January 11, 1996)

4.0 Revolving Credit Agreement, dated as of September
1, 1993 between the Company and The First
National Bank of Boston, LaSalle National Bank
and Bank One, Texas, National Association
(incorporated by reference to Exhibit 4.0 to the
Company's Form S-1 Registration Statement (Reg.
No. 333-240) filed on January 11, 1996)

4.1 First Amendment to Revolving Credit Agreement,
dated as of June 24, 1994 between the Company and
The First National Bank of boston, LaSalle
national Bank and Bank One, Texas, National
Association (incorporated by reference to Exhibit
4.1 to the Company's Form S-1 Registration
Statement (Reg. No. 333-240) filed on January 11,
1996)

4.2 Second Amendment to Revolving Credit Agreement,
dated as of August 28, 1995, between the Company
and the First National Bank of Boston, LaSalle
National Bank and Bank One, Texas, National
Association (incorporated by reference to Exhibit
4.2 to the Company's Form S-1 Registration
Statement (Reg. No. 333-240) filed on January 11,
1996)

4.3 Third Amendment to Revolving Credit Agreement,
dated as of December 29, 1995, between the
Company and the First National Bank of Boston,
LaSalle National Bank and Bank One, Texas,
National Association (incorporated by reference
to Exhibit 4.3 to the Company's Form S-1
Registration Statement (Reg. No. 333-240) filed
on January 11, 1996)

4.4 Form of Certificate for Common Stock
(incorporated by reference to Exhibit 4.4 to
Amendment No. 1 to the Company's Form S-1
Registration Statement (Reg. No. 333-240) filed
on February 6, 1996)

5.0 Opinion of Foley & Lardner regarding validity of
Common Stock issuable by the Company under this
Registration Statement

10.0 Preferred Stock Purchase Agreement, dated
February 24, 1993, among the Company and Summit
Ventures III, L.P., Summit Investors, II, L.P.,
Strongwood Partners and certain other parties,
including May 1, 1995 letter agreement amendment
thereto (incorporated by reference to Exhibit
10.0 to the Company's Form S-1 Registration
Statement (Reg. No. 333-240) filed on January 11,
1996)

10.1 Restated Stock Option Agreement, dated as of
November 29, 1995 between George K. Farr and the
Company (incorporated by reference to Exhibit
10.1 to Amendment No. 1 to the Company's Form S-1
Registration Statement (Reg. No. 333-240) filed
on February 6, 1996)

10.2 Restated Stock Option Agreement, dated as of
November 29, 1995 between G. William Dietrich and
the Company (incorporated by reference to Exhibit
10.2 to Amendment No. 1 to the Company's Form S-1
Registration Statements (Reg. No. 333-240) filed
on February 6, 1996)

10.3 Employment Agreement, dated as of September 1,
1993, and as amended August 15, 1995 between
Peter J. Ruud and the Company (incorporated by
reference to Exhibit 10.3 to the Company's Form
S-1 Registration Statement (Reg. No. 333-240)
filed on January 11, 1996)

10.4 Noncompetition Agreement, dated February 14,
1995, between G. William Dietrich and the Company
(incorporated by reference to Exhibit 10.4 to the
Company's Form S-1 Registration Statement (Reg.
No. 333-240) filed on January 11, 1996)

10.5 Key Executive Employment and Severance Agreement,
dated August 15, 1995, between G. William
Dietrich and the Company (incorporated by
reference to Exhibit 10.5 to the Company's Form
S-1 Registration Statement (Reg. No. 333-240)
filed on January 11, 1996)

10.6 Key Executive Employment and Severance Agreement,
dated August 15, 1995, between George K. Farr and
the Company (incorporated by reference to Exhibit
10.6 to the Company's Form S-1 Registration
Statement (Reg. No. 333-240) filed on January 11,
1996)

10.7 Key Executive Employment and Severance Agreement,
dated August 15, 1995, between Peter J. Ruud and
the Company (incorporated by reference to Exhibit
10.7 to the Company's Form S-1 Registration
Statement (Reg. No. 333-240) filed on January 11,
1996)

10.8 1993 Incentive Stock Option Plan (incorporated by
reference to Exhibit 10.8 to the Company's Form
S-1 Registration Statement (Reg. No. 333-240)
filed on January 11, 1996)

10.9 Form of Stock Option Agreement under 1993
Incentive Stock Option Plan (incorporated by
reference to Exhibit 10.9 to the Company's Form
S-1 Registration Statement (Reg. No. 333-240)
filed on January 11, 1996)

10.10 1996 Equity Incentive Plan (incorporated by
reference to Exhibit 10.10 to the Company's Form
S-1 Registration Statement (Reg. No. 333-240)
filed on January 11, 1996)

10.11 Form of Non-Qualified Stock Option Agreement
under 1996 Equity Incentive Plan (incorporated by
reference to Exhibit 10.11 to the Company's Form
S-1 Registration Statement (Reg. No. 333-240)
filed on January 11, 1996)

10.12 Form of Key Employee Non-Qualified Stock Option
Agreement under 1996 Equity Incentive Plan
(incorporated by reference to Exhibit 10.12 to
the Company's Form S-1 Registration Statement
(Reg. No. 333-240) filed on January 11, 1996)

10.13 Form of Key Employee Incentive Stock Option
Agreement under 1996 Equity Incentive Plan
(incorporated by reference to Exhibit 10.13 to
the Company's Form S-1 Registration Statement
(Reg. No. 333-240) filed on January 11, 1996)

10.14 1995 Incentive Compensation Bonus Plan Criteria
(incorporated by reference to Exhibit 10.13 to
Amendment No. 1 to the Company's Form S-1
Registration Statement (Reg. No. 333-240) filed
on February 6, 1996)

10.15 Employment Agreement between the Company and G.
William Dietrich dated January 1, 1996
(incorporated by reference to Exhibit 10.14 to
the Company's Form 10-Q (File No. 0-27508) for
the quarter ended March 31, 1996)

10.16 Employment Agreement between the Company and
George K. Farr dated January 1, 1996
(incorporated by reference to Exhibit 10.15 to
the Company's Form 10-Q (File No. 0-27508) for
the quarter ended March 31, 1996)

10.17 Second Amendment to Employment Agreement between
the Company and Peter J. Ruud dated January 1,
1996 (incorporated by reference to Exhibit 10.16
to the Company's Form 10-Q (File No. 0-27508) for
the quarter ended March 31, 1996)

11 Statement regarding computation of per share
earnings

21 List of subsidiaries

23.1 Consent of Foley & Lardner (included in Exhibit
5)

23.2 Consent of Ernst & Young LLP

24 Power of Attorney relating to subsequent
amendments (included on the signature page of
this Registration Statement).

EXHIBIT 5

FOLEY & LARDNER
A T T O R N E Y S A T L A W

FIRSTAR CENTER
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-5367

A MEMBER OF GLOBALEX
WITH MEMBER OFFICES IN

MADISON BERLIN
CHICAGO TELEPHONE (414) 271-2400 BRUSSELS
WASHINGTON, D.C. DRESDEN
JACKSONVILLE TELEX 26-819 FRANKFURT
ORLANDO LONDON
TALLAHASSEE (FOLEY LARD MIL) PARIS
TAMPA SINGAPORE
WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART
TAIPEI
WRITER'S DIRECT LINE

June 20, 1996

Superior Services, Inc.
10150 West National Avenue, Suite 350
Milwaukee, Wisconsin 53227

Ladies and Gentlemen:

We have acted as counsel for Superior Services, Inc., a
Wisconsin corporation (the "Company"), in connection with the preparation
of the Company's Registration Statement on Form S-4 (the "Registration
Statement"), including the prospectus constituting a part thereof (the
"Prospectus"), to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"),
relating to the proposed issuance from time to time by the Company of up
to 2,500,000 shares ("Shares") of the Company's Common Stock, $.01 par
value (the "Common Stock"), in the manner set forth in the Registration
Statement and Prospectus. In connection therewith, we have examined: (a)
the Registration Statement, including the Prospectus; (b) the Company's
Articles of Incorporation and By-laws, as amended to date and as proposed
to be restated on the effective date of the Registration Statement; (c)
proceedings of the Board of Directors of the Company relating to the
authorization for issuance of the Shares; and (d) such other proceedings,
documents and records as we have deemed necessary to enable us to render
this opinion.

Based on the foregoing, we are of the opinion that:

1. The Company is a corporation validly existing under the
Wisconsin Business Corporation Law ("WBCL").

2. The Shares, when issued as described in the Registration
Statement and Prospectus and pursuant to the definitive acquisition
agreement applicable to such issuance, if any, will be legally issued,
fully paid and nonassessable and no personal liability will attach to the
ownership thereof, except for debts owing to employees of the Company for
services performed, but not exceeding six months' service in any one case,
as provided in Section 180.0622(2)(b) of the WBCL. (See Local 257 of
Hotel and Restaurant Employees and Bartenders International Union v.
Wilson Street East Dinner Playhouse, Inc., Case No. 82-CV-0023, Cir. Ct.
Branch 1, Dane County, Wisconsin); provided that prior to issuance of the
Shares there shall be taken various actions or proceedings in the manner
contemplated by us as counsel, which shall include the following:

(a) the completion of the requisite procedures under the
applicable provisions of the Act and applicable state
securities laws and regulations; and

(b) to the extent we determine necessary under applicable
law, any applicable agreements and/or the Company's
governing documents, the adoption of resolutions by
the Board of Directors of the Company authorizing the
issuance of any such Shares.

We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference of this firm therein. In
giving our consent, we do not admit that we are "experts" within the
meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ FOLEY & LARDNER
FOLEY & LARDNER

EXHIBIT 11

SUPERIOR SERVICES, INC.
EARNINGS PER SHARE CALCULATIONS

Earnings per share have been computed based on the weighted
average number of common shares outstanding and the common share
equivalents of stock options using the initial public offering price of
$11.50 per share and the common shares issuable upon the conversion of the
Series A Convertible Preferred Stock.

The following table reconciles the number of common shares
outstanding with the number of common shares used in computing earnings
per share (in thousands).

Quarter
Ended
Year Ended December 31, March 31,
1993 1994 1995 1996

Common shares
outstanding 9,944 9,976 9,887 16,737
Effect of using
weighted average
common shares
outstanding during
the period (977) (4) 46 (2,880)
Effect of shares issued
under stock
options 183 204 191 226
Effect of weighted
average shares
issuable upon
conversion of
Series A Preferred
Stock 3,027 3,318 3,318 --
Effect of weighted
average shares
issuable pursuant
to preemptive
rights based on
treasury stock
method 36 40 32 --
------ ------ ------ ------
Common shares and
common share
equivalents used
in computing
earnings per share 12,213 13,534 13,474 14,083
======= ====== ====== ======

EXHIBIT 21

SUPERIOR SERVICES, INC.
SUBSIDIARIES

Jurisdiction of Percent
Name Incorporation Ownership

Valley Sanitation Co., Inc. Wisconsin 100.0%
Superior Services of Elgin, Inc. Illinois 100.0%
Superior of Wisconsin, Inc. Wisconsin 100.0%
Superior Special Services, Inc. Wisconsin 100.0%
Superior Glacier Ridge, Inc. Wisconsin 100.0%
Land & Gas Reclamation, Inc. Wisconsin 100.0%
Superior Emerald Park Landfill, Wisconsin 100.0%
Inc.
Superior Cranberry Creek Wisconsin 100.0%
Landfill, Inc.
Superior Construction Services, Wisconsin 100.0%
Inc.
*Superior Lamp Recycling, Inc. Wisconsin 100.0%
*Sharps Incinerator of Fort, Inc. Wisconsin 100.0%
*Summit, Inc. Wisconsin 100.0%
Hardrock, Inc. Wisconsin 100.0%
Superior Forest City Road Minnesota 100.0%
Landfill, Inc.

______________________

* Second-tier subsidiaries

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions
"Experts" and "Selected Consolidated Financial and Operating Data" and to
the use of our reports dated February 2, 1996 in the Registration
Statement on Form S-4 and related Prospectus of Superior Services, Inc.
for the registration of 2,500,000 shares of its common stock.

ERNEST & YOUNG LLP

Milwaukee, Wisconsin
June 19, 1996